The Adventures of Kitty Pryde
by Melodyrider
Summary: Kitty Pryde in her own ongoing solo title. Issue 16: The Creature of the Vault is on the loose and threatening the entire mansion. What can Kitty do about it when she can't even move without help? Guest starring the X-Men!
1. The Caber Caper

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 1, November 2005

Cover image: Kitty stepping forward, a determined look on her face. Her fists are clenched and one foot is still phased in the brick wall behind her. Bullets fired from off camera streak through her and ricochet off the wall.

John Byrne Variant: Kitty stands facing the camera with arms crossed and says, "All right kids, this is your only warning: Buy my book or I'm coming over there and ripping up all of your She Hulk."

* * *

"SIXTY-THREE BOTTLES OF BEER ON THE WALL!" 

_Katherine Pryde, that's me, and it has been a long time since I found out I was a mutant._

Every school has field trips, and Xavier's is no exception. An ordinary yellow bus carries its decidedly less than ordinary occupants to their destination.

_I'm nothing close to the little girl I was when I first joined the X-Men._

Inside, students ranging from their early teens to as young as eight are engaged in their own special brand of idle mischief. A bizarre arsenal of fireworks, snowballs and gas clouds take the place of spitwads in an impromptu battle. One student hangs from the roof of the bus like a sleeping bat and another is tying knots in the hair of a girl who is levitating above her seat in a meditative trance.

_Sometimes thinking about those days helps me forget about things I'd rather pretend never happened._

Kitty sits at the front of the bus, looking utterly defeated as she ignores the chaos behind her and pets a very content Lockheed.

_But I was never that young..._

The bus driver, who is not a mutant, nervously focuses on driving as beads of sweat grow on his forehead.

_...was I?_

Stan Lee does not present

**The Caber Caper

* * *

**

Two days ago...

"Exactly what part of 'I don't babysit' are you having difficulty comprehending?"

Kitty can be quite fearsome when she's on a tear, but Emma bears it with calmness inversely proportionate to the amount of clothes she is wearing. "I expect it's the part where it isn't babysitting," she replies.

With the exception of these two women, the teacher's lounge is strangely empty, despite several cups of coffee that still have wisps of steam rising from them.

Kitty shoots a glare at Emma and says, "Sending me out with a bunch of kids while the mansion is repaired is hardly what I would call a field trip. Especially after school hours. On a weekend. It's obviously just an excuse to get them out of the way."

"There's a legitimate educational benefit to the Highland Games. Think of it as a cultural experience." Emma turns her attention to stirring her coffee.

"A trip to the science museum is a cultural experience in my book. This is more up Rahne's alley."

"Regrettably, Ms. Sinclair is not available. Perhaps you've noticed."

Kitty's hands ball into fists. "Not a single one of your pet students are going. They're the youngest kids in the school, and half of them are castoffs from District X!"

))Yes, do shout,(( Emma fires back, using her telepathy. ))These walls are not soundproof, and I'm sure voicing your opinion will encourage them to make the excursion a pleasant one for you.((

"I'm not doing it," Kitty announces.

"I can certainly see where Xavier went wrong with you. Insubordination was never tolerated at the Massachusetts Academy."

"I know exactly where I'd be if I'd become one of your Hellions," Kitty responds. Too late, she realizes what she has said, and pales when she sees Emma stiffen at the insult. "Oh, God. I didn't mean..."

In a voice that suits her name Ms. Frost says, "Your objection has been noted. We both know how this will end, so there's no point in arguing."

Kitty, still regretting what she had said, grumbles inaudibly.

"I beg your pardon?" Emma asks.

"Fine," Kitty concedes. "But don't start thinking just because you're Headmistress that every time you want something I'll roll over and take it."

"Certainly not," Emma Frost says, her composure regained. "I expect you save that for your trips to Peter's room."

What happens next even soundproof walls wouldn't conceal.

* * *

"TAKE ONE DOWN, PASS IT AROUND..." 

Kitty continues to scratch Lockheed behind his horn while she rests her chin on her other hand. "Can't believe I let her talk me into this. At least she let me bring you along. You'll help keep me from going crazy, won't you, Lockheed?"

The dragon simply coos in pleasure, but Kitty accepts the response as consent.

A younger student walks up to Kitty and gives her sleeve a tug. "Miss Pryde?" he says.

Suddenly a tune from Cat's Laughing jumps from her pocket and Kitty pulls out a cell phone. "What's wrong, Travis?" Kitty asks in a kind voice.

"I have to go," the boy says in an embarrassed whisper.

"Driver, can you take the next available rest stop?" At his worried nod, Kitty turns back to Travis and says, "We'll be stopping somewhere, soon, okay? Do you think you can hold it a little longer?"

The boy gives a reluctant nod and Kitty pats him on the head. "Back to your seat, then," she says and flips open her phone to find an Instant Message waiting for her.

--ManofSteel129: How are you?--

Kitty allows herself a nasty smirk as she raises the lens of the phone, snaps a picture of the chaos behind her and hits "send."

For a few moments nothing happens, and then finally another message appears.

--ManofSteel129: Patience, Katya--

Kitty's fingers dance over her keypad as she types her response, but before she can complete it, the girl who was meditating storms up to her.

"Miss Pryde, look at what that little creep did to my hair!" The student's long, jet hair is indeed a confused mess of tangles and little tufts poking out from odd places.

Kitty grants her a sympathetic look and turns to where the culprit is trying to look innocent. "Kyle, trade seats with Tayja."

"But-"

"_Now,_ young man."

"Did I just say, 'young man?'" Kitty thinks before she turns her attention back to the hair horror and says, "All right, turn around." Kitty then reaches up and phases her hands through the girl's hair, selectively phasing the locks apart until they hang loosely and untangled. "That takes care of that. Go see if Tayja will help you style it." After the girl goes back to her seat Kitty completes her message.

--PunkinCat: Lst patience ages ago. Rdy to feed brts to the brood. JK--

Kitty watches the display read "ManofSteel129 is responding..." for a while. "Poor dear still isn't used to IM," she thinks.

"Miss Pryde! Lois keeps blocking the window!"

"Miss Pryde, can I sit on top of the bus?"

"Miss Pryyyyyyyde!"

Kitty grits her teeth. "I'm going to kill Emma when we get back," she mumbles. Just then Peter's reply appears on her screen.

--ManofSteel129: IMHO you enjoy this more than you admit.--

Kitty lifts and eyebrow. "Maybe he's catching on quicker than I thought."

--PunkinCat: Sez you.--

As she gets a new tug on her sleeve, she has just enough time to send a final message.

--PunkinCat: RL calls. B4N. H&K.--

"I am seriously going to lose my cool."

* * *

"She's so cool!" 

In the very back of the bus, four of the oldest students on the trip are huddled together as they study Kitty with naked admiration.

Warren Epps, Shortwave. Able to intercept wave transmissions of any frequency.

"I heard she was my age when she joined the X-Men."

Scott Lightfoot, Lightfoot. Does not register on any weight sensors.

"She's so pretty."

Ben Rice, Abacus. Able to calculate and perform any mathematical function instantly.

"I heard she beat the Danger Room with her eyes closed."

Ben is cuffed on the back of the head by the only girl of the group.

Alana DuBois, Compact. Able to shrink to the size of a mouse. Nearly indestructible while shrunk.

"Dummy, she destroyed it while fighting a demon. Besides, everyone knows she killed it using her ninja powers."

The boys, clearly impressed, "ooh" and "ahh" and lean in closer, except for Ben, who rubs his head and glares at her.

"Since when did she ever become a ninja?" Ben asks.

Alana rolls her eyes. "Duhhhhh. Since the Mandarin kidnapped her and used his mind control."

The boys are too stunned by this revelation to do anything more than say "Ohhhhh."

"...BOTTLES OF BEER ON THE WALL!"

Scott returns to gazing at Kitty. "She's awfully pretty."

"I wish she'd pay more attention to us," Alana mutters.

"She pays just as much attention to us as anyone else," Warren says.

"Actually, the attention we receive is an average of fourteen point thirty-seven percent less than everyone else. Of course, the odds of her being able to split her time evenly is less than-"

"We get it!" Alana snaps. "You're missing the point. Think about how cool it would be if she let us hang out with her more."

Ben suddenly perks up. "You mean like sidekicks or something?"

"That does sound cool," Warren concedes. "But who says she even wants sidekicks, much less ones with lame powers like us?"

"The odds are-"

"Stop!" Alana says to Ben before he can rattle off the figure. "All we need to do is get her attention and prove ourselves."

"How?" Warren asks, sounding doubtful.

"I have a few ideas," Alana promises.

"I just love her hair," Scott says in a dreamy voice.

* * *

Liverpool, NY 

The bus pulls into a parking lot outside the festival grounds. They have arrived early, but the place is already bustling with activity as visitors cruise the multitudes of tents spread throughout the grounds. Several pipe bands are involved in warm-ups and the ticket tables have long lines of people waiting to purchase admission. The festive atmosphere is thick with people proudly wearing kilts with their clan colors and perusing the craft tents.

"Alright, everybody, form a line behind me," Kitty says as she escorts the children off the bus. Lockheed perches himself on her shoulder and the children follow her instructions with little protest.

Strangely, for the most part, everyone else seems to brush off the unusual sight Kitty and the children present. Some glance at them with mild curiosity, but continue on their way as if nothing untoward is happening.

"Pardon me, Miss?"

Kitty turns and sees an elderly man decked out in full traditional garb looking down at her with a friendly expression.

"Yes?"

"I just wanted to compliment you on that fine dragon you have."

"Uh... Thank you?"

The old man chuckles as he drifts back into the crowds. "No Miss, thank you."

Kitty takes a closer look at the people attending the event, and her eyes fall on the multitude of weapons they carry. Some have swords or knives tied to their belts. Others carry those as well as staves and maces. She even notices one couple pushing a baby stroller with a broadsword draped across the handles.

"God, this place is more heavily armed than a Gun and Knife Show."

* * *

"Does everybody know the plan?" 

"Yes..." several voices respond.

A young, statuesque woman with a face made for chewing bubble gum emerges from behind a tent flap. "I can go over it again..."

"Please, God, no," a rail thin man responds. Standing next to him are two other men, one tall and muscular, the other whose face is almost completely obscured by his thick, bushy red hair and beard. They are all dressed in traditional garb.

The tall man doesn't seem to be paying attention, however. He is snapping his fingers while staring intently at his kilt. With each snap it changes to a different pattern. The bushy fellow watches this and his face quivers with guffaws that are severely muffled by his beard.

"Tartan, are you ready to start?" the woman asks. When she doesn't get any response she smacks the back of his head. "Tartan!"

"Ow! What'd you do that for you crazy woman?" the man known as Tartan says as he rubs his head in pain. The bushy man seems to find this even more amusing and continues to quake.

The woman takes issue with this as well, but resists the urge for more violence and settles on placing a hand on the man's shoulder. "Listen, you two, I'm glad you enjoy the talents I've given you, and it's only going to get better. Thing is, the thing I _haven't_ told you yet, is what will happen if we fail."

She leans close, so that her head is right between both of theirs and says, "You'll go back to being what you were."

Both men's eyes bulge, and the taller man says, "We'll do our part, Shepherdess. Don't you worry." The other one seems to make a similar promise, but it is again muffled by his beard.

"Awesome," the woman says with a smile. "Now, let's get going." She leaves the way she came in.

With a sigh, the thin man sets a newspaper down on their table. "You heard the lady," he groans as they disperse. The newspaper lies open on a photo of a large, angular sculpture. Next to it is the caption, "Rare Sculpture to be Displayed at Highland Games."

* * *

Kitty takes a moment to soak in the collective sight of the main field and the central arena. The whole place is bustling with activity as thousands of people mill about, everyone seeming to have a wonderful time. To the right of the central stage is an unusual sculpture that seems to be made of flat, interconnecting pillars. 

Kitty sneaks a peek at some well built men as they stroll by in kilts that expose their muscular legs, thinking to herself, "Nice. This might not be so bad after all."

She glances at Lockheed and whispers, "It's a good thing you're the only one here to catch me enjoying myself."

"Heh," the little purple dragon responds.

"All right, kids," Kitty says as she leads them away from the ticket tables. "How about we start with an early lunch?"

A chorus of approval flies at her, and with that Kitty leads them to the food tents.

o o o

Kitty and the children tour the different areas, finding all manner of interesting activities.

The Food Tents:

Kyle looks at Kitty and says, "What's 'Haggis,' Miss Pryde?"

The Pipe Bands:

Warren leans over to Ben and asks, "Why are they all marching?"

Ben, wincing, says, "To get away from the noise."

The Clan Tents:

Tayja excitedly points at one and says, "Ooh! That's my last name! Please can we go there, Miss Pryde? Pleeeeease?"

After a good healthy walk around the fields and a few visits to the shops, Kitty gathers all the children together at the main bleachers to watch the athletics.

On stage, the announcer describes the various events and the results as they come. On one side of the field hulking men spin about as they fling heavy weights as far as they can. On the other side, equally large athletes hurl weights high into the air.

"Miss Pryde, I can't hear what he's saying," one of the students complains.

Alana nudges Warren and says, "Maybe you can help out with that."

Warren nods and concentrates for a bit. Finally he opens his mouth and the warbley voice of the announcer leaks out. "...the Kilted Mile is scheduled to start in fifteen minutes. Anybody who's interested in participating is welcome to come down to the starting line and talk to the officials. Any age can run, and if you don't have a kilt, one will be provided..."

Scott seems to snap out of gazing at Kitty and glances down at the track. "Any age?"

* * *

Kitty is watching the athletics as she sits in the middle of the crowd of students. While the children chat and cheer, Kitty becomes lost in thought. 

_It's kinda nice to see the kids enjoying themselves like this. Not to mention everyone else celebrating the culture, even if they aren't directly connected to it themselves._

_(Although some of them, like that tramp wearing a bikini top with her kilt, ought to be arrested by the fashion police.)_

_I wonder if someday people will celebrate mutant culture like this? After all, wasn't there once a time where the Scottish were treated an awful lot like we're being treated now?_

Kitty glances at Tayja, who is eagerly devouring the literature she got from her ancestral family's Clan Tent.

_Not the way things are going now. We've all accepted that we're not human, but being a mutant hasn't made her any less of a Scot than it's made me less of a Jew._

Kitty's mind drifts to the day she discovered she was a mutant, the headache that sent her through her bedroom floor.

_Mutants are _what_ we are. It's as much a natural part of us as sight. Even if we never used our abilities, we'd always be reminded of that._

Images float through Kitty's mind. First of a piece of graffiti. The words "Die Mutie" written in huge red letters.

_By the people who want to exterminate us..._

A sign reading "Welcome to Genosha."

_...enslave us..._

The exterior of Benetech labs.

_..."cure" us..._

Magneto and Charles Xavier.

_...lead us_.

_But it isn't_ who _we are. Could it be? Until it is, will anything really change for us?_

Suddenly Kitty is broken from her thoughts as she looks around.

"Where's Scott?"

* * *

Kitty hunts through the students with her eyes, but does not see Scott among them. "Lockheed, have you seen Scott?" 

"Nrooo."

"Great," she mutters. Turning to the rest of the children, she says, "Has anybody seen Scott?"

Alana stands up proudly. "Miss Pryde? I know where he is."

Kitty breathes a sigh of relief and asks Alana to illuminate her, to which the young teen points toward the track below.

Just as the announcer is saying, "On your marks... get set..." Kitty follows the finger and is horrified to see the assembled racers.

BLAM! At the sound of the gunshot, all the runners leap forward, some full tilt, others at a more measured pace. "He didn't!" Kitty cries as she sees Scott, kilt draped over his jeans, running for all he is worth near the end of the pack. He does slow down enough to wave to everyone.

"What does he think he's doing?" Kitty says.

"Looks like he's running, Miss Pryde," Alana helpfully tells her.

"Why would he do that? He doesn't even have any speed powers."

"Isn't that what makes it fair, Miss Pryde?"

"Well, yes, but... That isn't the point! We're supposed to stay together! Do you know what the Headmistress will say when she finds out about this?"

"But, Miss Pryde," Alana says, now looking uncertain. "You're competing too."

* * *

"DANCING?!?" 

Kitty clutches the program with both hands, disbelief written all over her face. The students look on with a mixture of fear and amusement. "Who could have-? It must have been her!"

"We'll just see about that!" Kitty says as she storms away. "Keep an eye on them, dragon, I'll be right back."

"Yah!"

"Stay together, kids!" Kitty calls behind her before vanishing into the crowds.

Kitty storms off to find some officials, muttering, "That wicked hussy must have arranged the whole thing. She's probably having herself a good laugh _right now_. Well we'll just about that..."

She finally locates the judge's table next to the dancing platform and stands in front of it to face a fussy man who is flipping through a notebook.

"Excuse me, sir, my name is Katherine Pryde and-"

The man cuts her off with a raised hand. "One moment, please."

"But there's been a mistake-"

"I said: One moment."

Kitty can do nothing but gape in frustration until the man is finished. Finally, he looks up at her and says, "Now, then. Katherine Pryde. What seems to be the trouble?"

"There's been a mistake. My name's been entered into the competition and-"

The man opens his program and scans through it. "Which Class, please?"

"Um, Beginner. But that's not the point. I shouldn't-"

"Katherine... Pryde. Ah!" He looks at her more carefully. "There most certainly has been a mistake." The man rises from his chair and seizes Kitty by the shoulders. "You can't go out on stage looking like that!"

Kitty eyes widen in surprise. "What? No, I-"

"No, not at all," the man continues as he pushes her away from the table. "Where's your uniform? Where's your number? Why isn't your hair tied up?"

"What are you talking-?"

The man finally succeeds in pushing Kitty into an enclosed tent and calls inside. "Doris, fix this girl up, would you? And be quick about it, the competition starts in half an hour!"

Kitty's attention, however, is diverted by a tall woman, the only one in the tent besides her. It is the woman Tartan addressed as Shepherdess, and she obviously isn't Doris based on her reaction. She slams shut a book she is reading just as Kitty is shoved inside, looking surprised, vexed and guilty at the intrusion.

"I-I'll go get her," Shepherdess says as she brushes past Kitty to leave the tent. Before she leaves, however, Kitty is able to glimpse part of the title of the book she is reading.

"-CIENT

-K MAGIK"

Kitty looks toward the tent flap with a thoughtful expression. "Well, that wasn't suspicious..."

She wanders over to a trunk and starts to browse through the dancing uniforms. "I suppose I might be able to stay..." she thinks.

Kitty holds up a green and red kilt and inspects it. "...for a spell."

* * *

Later... 

Kitty is standing at the edge of the practice area next to the dance platform. Her hair is tied into a tight bun and she is inspecting the blouse and green kilt she is wearing. Plastered to the front of the kilt is a large label with the number 237 in large writing. She seems less than pleased with the image. "This is not one of your better ideas, Pryde."

She glances at the other dancers, a motley collection of young girls and young women. All of them are chatting with each other or going through their routines while they wait for their turn on the stage. All of them, that is, except for the woman she saw in the tent, who is only pretending to practice as she shoots glares in Kitty's direction.

"This isn't exactly the sort of dancing I did at the ceilidhs in Scotland, but I think I can manage," she muses as she works on her steps. She catches Shepherdess glaring at her and thinks, "She knows I don't belong here. Well, that makes two of us, I'm guessing."

"Maybe it's time for a friendly introduction." Kitty gives her new plaid socks a final adjustment and strides off to where the other dancers are. She puts on her most winning smile as she approaches the Shepherdess.

"Hi there. I'm-"

"-About as graceful as a diseased hippo in a kilt? Yes, I noticed," the woman finishes without even looking at Kitty. Instead she returns to her routine as if to shame her with her superior dancing skills.

A small crack appears in Kitty's smile, and through the clenched teeth of a painted smile, she laughs and says, "I suppose it has been a while since I last competed..." Meanwhile, random thoughts cross her mind. "Kill." "Maim." "Fricassee"

"I'm amazed you didn't get a lifetime ban," Shepherdess says between kicks. "I don't see why you're even bothering. Why don't you just leave before you embarrass yourself? Just because you don't have talent doesn't mean you shouldn't have any pride."

Kitty laughs again, feeling a bit more relaxed. "Actually, that's my last name. Pryde. I'm Kitty, and you are..." Her thoughts continue their violent stream. "Smash." "Clobber." "Tranquilize."

Shepherdess stops dancing and gives Kitty a withering look. "You're supposed to say that Pride's your _middle_ name. How stupid are you?" With that she marches to the other side of the platform.

Kitty watches her depart in stunned disbelief. "Vaporize." "Defenestrate." "Legislate."

"Don't mind Roseanne..." a friendlier voice says from behind Kitty.

* * *

"...she's rude to anyone who's better looking than she is." The person talking is a lithe blonde who offers her a sympathetic grin. 

"Which basically means she's rude to everyone," another dancer says, and they all share a laugh.

"I'm Denise," the blonde says. "You're new on the circuits, then?"

"Something like that," Kitty tells her.

"Figures," the other dancer says, "As usual, she's wasting her time intimidating dancers who aren't even in the same class as her. She can't stand the idea of someone threatening her record."

"The only thing doing that is her current lack of talent," Denise jokes, and the three of them share another laugh.

"Didn't you used to be friends with her, Pat?" Denise suddenly asks.

The other girl stops practicing and says, "Yeah, before the accident."

Kitty's ears perk up at this comment. She glances at Pat. "What kind of accident?"

"A couple of years ago a dancing platform collapsed while she was on it," Pat explains. "Her leg got messed up pretty bad and everyone thought she wouldn't be able to compete anymore."

Denise snapped her fingers and said, "Oh, yeah, I remember that. We were all pretty surprised when she showed up at the next Games."

Pat nods her head sadly. "I was happy for her, at first. But she was so... well, you saw how she is now. Plus, there's that new boyfriend of hers."

"Who's that?"

Pat points across the field toward the central stage. "It's that guy, the thin one."

Kitty notices the man, who is indeed thin, both in general and along his scalp. He is walking the length of the field and his attention is fixed on the sculpture sitting next to the center stage.

"He looks kinda creepy," Denise observes.

"Why is he staring at that sculpture?" Kitty asks.

"I dunno," Denise says. "Maybe it has to do with the rumor about it being made with some of the fragments of the Stone of Scone."

"The Stone of what?" Pat says.

"Scone, haven't you heard of it?"

"I have," Kitty says. "No need to tell them I've actually seen it a few times," she thinks to herself. "It's an ancient slab of stone said to have magical powers. It was stolen from Westminster Abbey by some university students a long time ago, but they accidentally broke it in two. It was put back together, but I never heard anything about the fragments that were left behind."

Denise nods her head. "According to the rumor I heard, the artist's grandfather was one of abbey's staff, and he kept the fragments for himself."

Pat seems interested but doubtful. "So this guy gets a hold of the fragments and uses them in his sculpture? Weird."

"Definitely," Kitty agrees. She steals another glace at Roseanne and thinks, "Well, the picture's starting to come together at least. I'd better keep up this charade a while longer. I hope Lockheed's not having too much trouble with the kids."

* * *

The students have all gathered at the lower field, where a guest band is performing for everyone's entertainment. At the fringes of the group, however, Shortwave, Lightfoot (now dressed in his jeans again), Compact and Abacus are slowly detaching themselves from the others. 

"Are you sure about this?" Warren asks.

"Absolutely," Alana assures him. "Miss Pryde's in trouble. Why else would she be gone this long?"

"Maybe," Ben says doubtfully. "But what does that have to do with us?"

"Duhhh, she'll need backup." Alana tells him matter-of-factly. "Which means this is our chance to look good in front of her."

Once completely broken free of the group, they work their way toward the main field. They get about fifteen feet away, just within earshot of the loudspeakers for the border collie demonstration, when Lockheed intercepts them.

Over the loudspeakers, a pleasant sounding woman's voice says, \...You can see from the direction of their ears that the sheep are always aware of the dog's location...\

The four teens keep their eyes fixed on the dragon as he hovers in front of them.

"Nice dragon..." Alana tries to say in a friendly voice, "Easy, boy..."

\...As you can see, I don't need to move from my spot to control the dog. This allows me to direct him from a distance. He understands what I want and acts accordingly...\

Alana and the others try to slip around Lockheed, but he cuts them off and moves in. His behavior is menacing enough to make them back off a little.

"You don't think he'll bite us, do you?" Ben asks nervously.

\...notice the way he keeps his head near the ground as he...\

Lockheed swoops low and eyes them as they take another nervous step back. Alana whispers a quick plan to the others and they look at Lockheed with their best innocent faces.

"Okay, Lockheed. You're right, we'll just go- NOW!"

At that the teens split into two groups of two, each headed in a different direction. Before they get very far, Lockheed cuts one pair off, while shooting a warning blast of flame that falls just short of singing the hair on the other two.

\...and it looks like he's penned them in record time...\

Alana glares at Lockheed as she and the boys rejoin the other children. "Man, this stinks."

* * *

Kitty stands on the dancing platform. Beneath her are a pair of crossed swords. To her left and right are four other young women at the ready. 

She looks out at the crowd seated in the secondary bleachers and thinks, "Okay, Pryde. This is just like dancing on stage at a Cat's Laughing concert..."

"...except there's bagpipes."

The piper sqweezes out the first few notes, and in unison the dancers place hands on hips and slowly bow toward the audience. Once the music gets going, however, so too do the dancers, until they are jolting back and forth on their toes. Some smile for the crowd, while others show nothing but intense concentration as they follow each step of the ancient dance to the best of their ability.

Kitty's years of dance more than compensate for the short time she had to practice. She is never more than half a step behind the others, and her natural grace helps her put on a display that is at least as decent as the trained beginners she dances between.

The dance is one that demands much of her attention, but the furtive glances it permits are enough to catch one particular person's reaction.

"Roseanne's certainly putting on a show," Kitty thinks with a mental laugh. From the grass below, the young woman is pretending to yawn with boredom. "As soon as I find out what she and her boyfriend are up to she'll have a lot more to be sour about."

As the dance continues Kitty's thoughts begin to drift. "I still want to kill Emma, but this is actually... kinda fun. I may consider doing this for real someday. What am I thinking? Let that witch have the satisfaction of knowing she got me started? Not in this lifetime."

In the corner of her eye, Kitty notices the thin man suddenly change direction and start marching down the field. "Looks like Loverboy's making his move. Wait- He isn't heading for the sculpture, he's coming..."

"...here!?"

* * *

When Kitty sees the thin man flick his hand, as if discarding a wad of tissue, she knows she's in trouble. When she feels a strange tingle over her body, she knows she's too late. In a moment she expects to burst into flames or be frozen into a block of ice, but instead all that happens is... 

"...Nothing?" Kitty thinks. It seems that way, as she and everyone else are unchanged. "Well, you had your shot. Now it's my-"

Instead of leaping off the platform as she had intended, Kitty simply performs the next steps of the dance. She looks back at the man with alarm, and sees him flick his arm at other people on the field.

At the judge's table, the dance official jots notes endlessly on his paper, even though he is looking around in utter confusion. The man playing the bagpipes also seems worried. "We're all stuck!" Kitty thinks.

Tartan steps out from among the athletes and snaps his fingers. Suddenly everything within two hundred yards of the center stage, including the people, become plaid. This, in turn, makes everything within the affected area virtually invisible. Tartan walks to the dance platform, where he is joined by the man with the extremely bushy beard, and says in a booming voice, "Prepare to witness the rise of The Dark Zephyrs!"

Shepherdess glares at him and says, "This isn't a debut! Just focus on maintaining the camouflage while Lockstep and I perform the spell!" She pauses to give Kitty a nasty grin and says, "Should have left when you had the chance, Sweetie." With that, she and Lockstep rush onto the field and run toward the sculpture. Once inside the plaid zone they too are affected by Tartan's powers and vanish amidst the patterns.

The crowds at both sides of the arena look on with confusion and fear. Tartan laughs with delight, enjoying both the effects of his powers and the way the public is responding. His enjoyment is cut short, however, when a sword suddenly lands blade-first into the ground next to him with a "THOK!"

* * *

Kitty continues to hop around the stage, watching Tartan with a satisfied look. "I guess if it's still part of the dance, I can kick as hard as I want, and if that kick happens to send a sword your way..." 

Tartan recovers from his initial surprise and strikes a manly pose, legs apart and fists on hips. "It will take more than a sword I can easily dodge to disrupt my concentration, little lady," he brags.

"Oh yeah?" Kitty retorts. "How about if your kilt's on fire?"

At that moment Lockheed swoops in and belches a jet of flame directly at Tartan. He howls in surprise and pain. He beats at the fire and drops to the ground, desperate to put out the heat.

The distraction is enough to do the job, and the plaid field returns to its ordinary appearance. Sherpherdess and Lockstep have already reached the sculpture and are reciting arcane verse as they plant their hands on the art piece.

"Back off, or you'll get the same," Kitty warns the bearded man. He makes a muffled noise that sounds vaguely like a growl and moves toward her in a menacing way.

"You asked for it," Kitty says and hooks her foot under the remaining sword. With a sudden kick she performs the next step of the dance with deadly precision and sends the sword flying at him.

The bearded man stands unblinking until the sword is only inches away. Suddenly he expands like a balloon violently filled with water. The blade bounces off his rubbery flesh and ricochets back at Kitty.

She phases just in time, and the sword passes harmlessly through her. She doesn't maintain her intangibility, and is caught off guard when the man's beard snakes out like a red, bushy tentacle and envelopes her in a vice-like grip.

As she's lifted from the stage, still trying to dance, she thinks, "Great. It's the Blob with prehensile hair."

His beard is flailing around like the tentacles of a sea creature, no longer obscuring his voice. "Now you know why I'm called Bagpipe!"

"How is this why you're called Bagpipe?" Kitty asks in honest confusion. "Is that all you could come up with when you found out 'Squidward' was already taken?"

This taunt angers Bagpipe, and he uses his hair to swing her high in the air and then slams her into the ground with crushing force. Instead of beating her against the earth like a club, however, both she and his beard vanish into to the turf.

Bagpipe tries to pry his hair loose, but it holds fast. "What the-? I'm stuck!" he cries in alarm.

Below the earth, Kitty floats away in her phased state. "That ought to hold him," she thinks. "Now I just have to hope Lockstep's powers wear off so I can climb out of the ground before I suffocate!"

* * *

"Come on!" Alana yells to the other kids as she leads them out onto the field. "We have to hurry!" 

"But what are we going to do?" the little boy named Travis asks.

Ben glances near the dance platform, where Bagpipe is struggling with his beard and Tartan is being chased by Lockheed. His eyes train further down and fall upon the spot where the caber is being kept. "I've got an idea. All you little kids, follow me!" he orders, and they split off from the group, leaving only Alana, Warren and Scott.

"Miss Pryde'll drown if we don't stop that guy!" Alana says as they rush toward Lockstep and Shepherdess.

"Is it drowning if you're not in water?" Scott asks.

"We have to help her!" Alana stops them and says, "Scott, can you throw?

"Well, yeah but-"

"Throw me!"

"I can't-"

"Yes you can!" Alana leaps into his arms, but before she lands she shrinks to a size that fits comfortably in his palm. She curls up into a tight ball and says, "I can't be hurt when I'm like this. Now throw me!"

"Okay, then," Scott says. He closes his hand around her and reels back like a pitcher. "Here goes!" His whole body snaps forward and he rockets Alana straight toward her target.

Lockstep is fixed on the spell he's casting, and never notices the danger he's in until Alana collides with the back of his skull. "Uhn!" he grunts, before collapsing unconscious to the ground.

At that moment, all the people he had frozen into whatever they had last been doing are freed from his thrall. Some of the dancers drop in exhaustion. The bagpiper gasps for breath. The judge massages his sore hand. Many decide to flee the area.

"You did it, Scott!" Warren says. "Now it's my turn!"

* * *

On the other side of the field the children have moved the caber into position and Ben has brought several of the athletes over to it. "Which one of you is the best at the caber toss?" he asks them. 

The seriousness of the situation overrides the competitive spirit, and they all indicate one of their number. "Robert here holds the record. He's your man."

Ben concentrates and points to a spot between them and where Bagpipe is struggling. "I'm going to run out there before you throw. Aim it straight at me."

The champion athlete gives the boy a horrified look. "I wouldn't-"

"It's just to help you aim. I'll get out of the way, but if you hit exactly where I'll be standing, the angle and momentum should do the rest. Just throw from right here and make sure it's tilting slightly forward when you throw it." The man reluctantly nods and Ben runs into position while everyone sets the caber up for him to throw.

Once the massive wooden pole is resting against his shoulder, the hulking man places his fingers underneath it and with a grunt, lifts it up as he rises to stand. He marks where Ben is and rushes forward, letting the caber slide forward before chucking it with all his might.

As promised, Ben dives out of the way as soon as the caber takes to the air, and the tip slams into the ground at the precise spot he had been standing. The log swings up, and in prefect alignment, drops forward in the same direction it had been thrown.

Bagpipe grips his beard in his fists and gives a final mighty tug. "Almost there..." he grunts. Only then does he see a shadow fall over him, and as he looks over his shoulder, he has time enough to say, "Uh-oh," before the caber drives him into the ground.

He isn't crushed, but as the heavy pole lies atop his bloated body, all he can do is groan in pain.

* * *

Shepherdess sees Lockstep fall, but remains fixed to where she is. "Just a little more," she says before returning to her chants. Her brow has become rimmed with perspiration as she struggles to bear the burden of two spellcasters. 

She suddenly winces as blaring bagpipe music assaults her from nearby. The crackling field of magical energy surrounding the sculpture vanishes as her spell is disrupted.

"Who dares?" she says and whirls on the source of the music. It's Warren, channeling a nearby broadcast. When he sees the fierce look on her face, however, his mouth snaps shut and he gives a little nervous laugh.

Alana restores herself to full size and grabs her classmate by the hand. "Run, Warren!" she cries, and they both start to flee.

"I don't think so, you brats!" Shepherdess vows. A quick wave of her hand and the children come to a sudden halt. Another wave and they turn around and slowly walk toward her, struggle and fear written on their faces.

"What's happening?" Warren says.

"I don't know, but we have to fight it!"

"There's no fighting this spell," Shepherdess tells them. "You're being herded like the little lambs you are. Soon your minds will slip as well. I could pen you in a field where you'll spend the rest of your lives chewing grass until I send you to the slaughter!"

"You know what, lady..." Kitty says as she phases up from the ground behind her. "...I think it's time you put a sock it!" With that she launches a vicious roundhouse and knocks the angry woman to the ground.

* * *

"Get away from me, you mangy beast," Tartan roars. He lashes a fist out and lands a lucky blow, knocking the purple dragon away from him. His clothing is no longer in flames, but still smolders. 

He looks down at the field and sees that his companions have all fallen "Guess I'll just be going, then," he says, and turns to flee the other way. He barely gets one step before freezing where he stands. A line of spectators stand before him, with the Chieftain of the Games and several officials in command positions in the front. All of the spectators are glaring at Tartan, and the swords they carry make it clear what they intend to do if he tries to flee.

"Uh... I surrender?"

* * *

The on-site police quickly take the four villains into custody, while Kitty is reunited with Lockheed and the children. 

"Why weren't you sitting in the bleachers like I told you?" Kitty demands.

"But, Miss Pryde," Alana says, "You didn't. You told us to stay together, and we did."

At that moment one of the police officers approaches her. Standing next to him is the Chieftain of the Games. "Excuse me, Miss. Can you explain who you are and how you were involved in this?" He notices Lockheed. "And what that is?"

"I'm really, sorry, officer. My name's Katherine Pryde and I'm a teacher in Westchester."

"She's an X-Man!" Warren blurts out. Alana kicks him and glowers. "Well she is..."

Kitty sighs. "Yes, I'm an X-Man, as well. If you want us to leave, I'll understand. If you want to hold me for questioning I only ask that you see to the child-"

The Chieftain cuts her off with a relaxed wave of his withered old hand. "There won't be any need for that, Miss Pryde. We want to thank you for your help."

For a moment, Kitty is too stunned to speak. "You- you do?" A look of recognition crosses her face. "You're the man from the line. The one who complimented me on Lockheed!"

"Indeed," the old man says with a friendly smile. "You and your remarkable students have not only protected the sculpture and prevented anyone from being seriously injured, but you've also put on a show that will be remembered for years to come. I won't be surprised if attendance rises fifty percent next year."

The policeman turns to the Chieftain and touches his hand to his cap. "Right then, Mr. McKenzie, if that's everything I'll be on my way." Having said so, he wanders off to help the other arresting officers.

Kitty finally allows herself a smile. Not since her days with Excalibur has she been praised for saving the day by the public. "It just seemed like the thing to do," she says modestly.

"OH NO!" Shepherdess says, interrupting them. She and the other three are enveloped in a yellowish glow, and everyone backs away from them nervously. "No, it can't be too late!"

Tartan and Bagpipe suddenly quake in their spots. Their limbs flail violently until the glow becomes so intense they cannot be seen. There is a loud "Pop!" and where they had been standing lie a ragged kilt and an ordinary, worn bagpipe.

"My leg!" Shepherdess cries, and falls to the ground, clutching it. "No, not my leg! It isn't fair!"

The thin man seems not to be affected by the glow at all, and as it fades, he just stands where he is, silent and grim.

"This is all your fault!" Shepherdess yells at Kitty as the police help her back up. Tears stream down her cheeks. "I'll get you! I swear, someday I'll _get_ you!"

Kitty rolls her eyes. "Yeah, yeah. I'll rue the day. All that good stuff. You're a regular Doctor Doom."

* * *

They watch her and Lockstep get led away and Kitty looks back at the Chieftain. "Well, I won't be needing this anymore." She peels off her number tag and hands it over to the old man. "I had a lot of fun, dancing, though." 

"Miss Pryde, if I may be so bold, I think we owe you a bit more in the way of thanks, and if you truly enjoyed dancing that much, I would appreciate it if you and your students were to stay as guests of honor at the Evening Ceilidh."

Lockheed snorts a puff of smoke. "Meh!"

The old man smiles at the little dragon. "The dragon is invited too, of course."

The younger children gasp in wonder at the invitation, and look to see how Kitty will respond. "I really shouldn't make the bus driver stay so late..."

"We'd be happy to make hotel arrangement for you."

Kitty hesitates, and looks at the children, who are all staring at her with pleading eyes. "Well... We'd be honored!"

All the students jump and cheer, and Kitty smiles before shaking the chieftain's hand. "Don't worry about the hotel, though. I'll find something myself and charge it to the school's account." She shares a laugh with him and with a wicked grin says, "That should teach the Headmistress never to put me in charge of a field trip again!"

* * *

The Next Day... 

"Remarkable."

In a darkened room, someone tosses a copy of the Liverpool Gazette onto a table. There is enough dim light to show the splash headline, which reads, "Mutant Schoolteacher Prevents Robbery at Highland Games."

"But then, I would have expected nothing less." A figure in the shadows reaches toward a sophisticated computer and taps a few buttons on the keyboard.

"It's been far too long since I've had the pleasure of her company. I really should invite her over."

The figure leans back in his chair, and the light manages to catch a little of him. Not much. Only a broad grin that would do any Cheshire Cat proud. Below that, the polka dots of a large bow tie.

"I can't wait to see the look on her face!"

And insane laughter fills the room...

Next: Breathless With Anticipation!

* * *

Notes: 

This story takes place soon after M-Day. The 198 have just moved into Xavier's and the fallout from the sudden drop in the mutant population is still yet to be fully felt.

Alana's knowledge of Kitty lore is not to be trusted.

Warren is the oldest of Kitty's fan club, at 14 years old. Alana and Ben are both 13 and Scott is the youngest at 12.

* * *

A special thanks to Kirayoshi, whose regular feedback and encouragement regarding the various plots weaving through this story have been a great help. Considering the fact that none of my beta readers are comic fans, and one of them actively dislikes Kitty Pryde, it has been tough going at times, and hearing an outside voice respond to each Issue helps keep the motivation up. 

Thanks as well to Madripoor Rose, who has mentioned several times that she likes the children. Solo titles usually need a supporting cast, and if I kept using the other X-Men it would stop feeling like a solo title to me, so I decided to risk creating a few original characters. I'm very happy to hear they are proving to be a welcome addition.

And finally a big thanks to Shadowcat Rules! Her unswaggering devotion to my favorite character has long been a bright spot in an otherwise demoralizing era in Kitty's history, and had she not expressed her desire to give up on the character because of the way she's being written now I might not have been inspired to start this project.


	2. Breathless With Anticipation!

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 2, December 2005

Cover image: A large humanoid completely encased in strange, golden battle armor is lifting Kitty by the throat as she struggles to pry away its grasp. At the villain's feet Colossus lies unconscious, smoke rising from a scorch mark on his metal chest. A thought balloon over Kitty reads, "How do I fight an enemy who knows my next move before I make it?" At the bottom are the words "At The Mercy Of Anticipation!"

* * *

Kitty stands in front of a mirror, in the last stages of primping. Her hair is done up nicely and she is wearing a canary yellow dress that might leave the casual observer pondering its basic nature as a testament either to her sensible style or tragically poor fashion sense. Either way, Kitty does not seem to notice.

"I'm not nervous," she thinks.

))So tell me, Kitty,(( a telepathic voice intrudes. ))Are you dressing like a teenager subconsciously...((

Kitty scowls as she looks in the mirror at the person standing by the door.

))...or deliberately?((

Rachel Grey, Marvel Girl, is Kitty Pryde's roommate and best friend. They have a bond that spans time itself. Until now, however, she's never seen Kitty deal with the difficulties of a new romance. Or an old one, for that matter.

"Ha-ha. You're a riot, Red," Kitty says. She tries to return her attention to touching up with a few final dabs of powder. "It's been ages since I dressed up for a date. I don't exactly have a massive wardrobe."

"You could always borrow something of mine."

A moment of silence passes between them, and finally both of their faces split into wide grins.

"Ha!" Kitty laughs, feeling more relaxed. "What's so bad about me dressing up, anyway?"

"You're only going to dinner and a movie, for one."

"It's a nice restaurant," Kitty says defensively. "Besides, I want to get Peter's attention."

"You've been a couple for over a week," Rachel reminds her. "Over a month if anyone but you two is asked," the redhead thinks. "I'm pretty sure you have his attention."

"He has a funny way of showing it," Kitty grumbles. "I've dropped every hint I can think of and he hasn't so much as given me a peck on the cheek."

"So why don't _you_ do something?"

Kitty balks. "I've tried. Every time I think about it, though I..." she turns and faces her friend with an ashamed expression. "...lose my nerve."

* * *

Somewhere in the depths of space, a tiny object cuts through the blackness.

\Emergency... Emergency...\

Back in Kitty's bathroom, Rachel puts a reassuring hand on her shoulder. "Maybe a few dates will help you relax more."

"My dates with him last time weren't what I'd call 'relaxing,'" Kitty mumbles.

Rachel lets the comment pass. "That was when you were a kid."

"Even so, it seemed so much easier to have feelings for him back then. I don't understand why it's so much harder this time."

"You can't just pick up from where you left off," Rachel tells her sagely.

"Why not?" Kitty objects. "Kurt and Amanda did, and their breakup was ten times worse than ours."

Rachel rolls her eyes. "Oh yes," she says sarcastically. "Sooooo glad those two got back together."

Kitty smiles and playfully cuffs her friend on the shoulder. "Rachel! Be nice."

"What? I liked it better when he was with Cerise. They were a better couple."

A wry grin crosses Kitty. "Right. And your contempt for Amanda has _nothing_ to do with it."

"I have no idea what you're talking about," Rachel tries to say nonchalantly. "Besides, there really wasn't much distance between them as people when they got back together, was there? Plus, Kurt spent every waking moment after their breakup chasing every skirt he could find. You, on the other hand, are out of practice. Besides, you were fourteen when you broke up. Do you really want the same kind of relationship you had with him back then?"

"Hardly, and that's the problem. I want something more like what I had with-" Kitty stops short of finishing the sentence. "That's not something that could happen anyway. I've changed. He's changed. He still won't tell me what happened to him in Russia..."

"Aha," Rachel says thoughtfully. "I figured that might be part of it." Her voice softens. "Kitty, I won't tell you whether you should try to start over or try to start something new. You can decide that on your own. But if you're worried about him, then perhaps you should simply approach him directly about it. There's something to be said for not brooding on things."

Kitty heaves a sigh. "You may be right, Rachel. The advice sounds familiar at least."

"Oh, yeah!" Rachel suddenly says, snapping her fingers, "I almost forgot why I came up. There's a delivery for you downstairs, and I think it's from your boyfriend."

"What?" Kitty says, looking excited. She sees the wicked grin on Rachel's face and says, "Why you- You did that on purpose!"

"Would I do that?" Rachel says innocently as Kitty rushes past her.

* * *

Kitty stands at the bottom of the staircase, looking dumbfounded. A deliveryman, clipboard in hand, stands next to a pile of flowers, chocolates, teddy bears and balloons that is almost as tall as Kitty herself. A crowd of students and X-Men have gathered around the spectacle, looking curious and amused.

"...All this?"

Stan Lee does not present

**Breathless With Anticipation

* * *

**

"It's so unfair!" Scott Lightfoot grumbles as he sulks near the entrance with his friends, who are watching with interest as Kitty signs for the delivery.

Warren Epps shows all the sympathy of a sack of rocks as he tells his friend, "It's not like you really stand a chance anyway. She's way out of your league."

"She's way out of Mister Rasputin's league, too" Ben Rice offers helpfully.

"Well, I think it's sweet the way they're back together," Alana DuBois tells them. "Just like a fairy tale."

"More like a horror show," Scott retorts. "I'd never dump her over some dumb alien."

"Pff," Alana waves away his comment. "_She_ dumped _him_ because he was making her feel old. It was her last boyfriend-"

"Pete Wisdom!" Warren says. "The John Steed of mutants, 'cept he's tough like Mr. Logan! It'd be so cool if he came here!"

Scott moans in agony at the comparison. "It's hopeless. She doesn't even know I exist."

"That might be a good thing," Alana tells him. "She's cursed."

"Huh?" all three boys gasp. "What do you mean, cursed?" Ben asks.

"All her boyfriends die," Alana explains. Growing horror crawls over the boys' faces as she lists off each death.

"First, Larry Bodine-"

"Who?"

"It doesn't matter. He died from some bad potato salad during a picnic at the school. It happened the very night after they met."

Alana starts to tick the victims off on her fingers. "Then Cypher was killed in a fishing accident."

"That doesn't sound very heroic," Warren mutters.

"It wasn't" Alana assures them. "Rigby Fallon, who used to work for S.H.I.E.L.D. fell asleep on a glacier and froze to death."

"Freaky," Scott says, looking especially nervous.

"That's why it's a curse," Alana responds. "And it gets worse. Pete Wisdom accidentally drove a Volvo into a missile test range and faked his death."

"Waitaminute," Warren interrupts. "How can that count if he only faked it?"

"Because he did it _accidentally_," Alana says, as if explaining the obvious.

"Uh-"

"Anyway, Mister Rasputin was fused to a falling satellite and they couldn't separate him from it. That's why he was cremated."

"And that's when the aliens got him and brought him back," Ben finished. "But I thought Mister Rasputin died when he injected himself with the cure for the Legacy Virus."

Alana rolls her eyes. "Yeah, a _cure_ killed him. Who'd believe something stupid like that?"

"People die from cures all the time," Ben mumbles under his breath.

-- Editor's Note: Actually, this was how all of Maggie's boyfriends died on Northern Exposure.

"Wow," Warren says as the gravity of her description soaks into him. "That's a lot. Are you still sure being in love with her is a good idea, Scott?"

Scott looks at her as Kitty attempts to make sense of the pile of romantic gifts, and the dreamy look falls over him again. "I think she'd be worth it," he sighs.

The other three look at each other. "Hopeless," proclaims Alana.

"Sad," says Ben.

"Pathetic," says Warren.

* * *

Peter Rasputin, better known as Colossus, steps into the hall, curious about the commotion that has grown. "What's going on-?"

At that moment Kitty leaps into his arms.

"Katya!?" Peter gasps in astonishment.

"Whaddya think, you big lug? I love it!" She detaches herself from him and surveys the pile again. "It's a bit much, though, don't you think?"

Peter looks past her in greater confusion. "Katya, these gifts... I did not send them."

Kitty takes a nervous step away. Reading this, the mood among the onlookers takes a subtle shift. Still curious, but no longer amused. "But, don't be silly. Of course you sent them. Who else would send them, especially right before our first date?"

She is drawn back, the desire to answer her own question compelling her to check. The pile of gifts proves to be daunting as she fishes for some way to identify the sender. Finally she spots a small card stuck to a bouquet of roses.

Kitty seizes the flowers and waves them at Peter. "Found it! Last chance to fess up and admit what a wonderful person you are." Plucking the card with satisfaction, she opens the plain white square and reads the inscription aloud.

"A small tribute of my undying love. Signed: Your Secret Admirer."

"Secret admirer?" Alana says quietly. She, Ben and Warren look meaningfully at Scott.

The preteen looks blankly at them for a moment before saying, "Oh, come on! Like I could ever afford all that!"

Peter approaches Kitty and places a gentle hand on her shoulder. "Katya, I am sorry."

"It wasn't you..."

Back in space, a small craft drifts helplessly amidst the emptiness. Its golden surface is smooth and shines off the light of distant stars. It is clearly damaged on one side.

\Navigation systems non-functional. Atmospheric breech imminent.\

* * *

"I don't want it," Kitty states, looking disgusted with herself. "Any of it."

"Katya..." Peter says, trying to soothe her.

"This so humiliating," Kitty thinks. "Why did something like this have to happen right before our date? And in front of _everybody_."

"I didn't mean what I said earlier, about loving it," she tries to assure him. "When we get back I'm going to have all of it burned."

"I'll go find Lockheed!" Scott says as he leaps forward and bolts up the stairs.

Warren, Ben and Alana watch him leave with stunned expressions for a moment. "Uh, we'll help move everything outside," Alana says, and the other two follow her to the pile.

At that moment a voice speaks from behind everyone. "Ah, everyone's here. Perfect..."

They turn and see Emma Frost watching them with an imperious expression. "...That makes it easier for me to pick out some volunteers to wash the Blackbird."

As if by magic, everyone instantly remembers they have pressing business elsewhere, leaving the Headmistress alone with Kitty and Peter.

"Isn't this sweet," Frost says with a disdainful sniff. "Our little Kitty, nervous as a schoolgirl." She gives Kitty's dress a studied glance. The large bow in the back does not go unnoticed.

"And dressed like one too. Shall I have someone fetch you a lollie?"

Kitty stares daggers at Emma. "What are you doing here?"

"I'm driving you two lovebirds to the restaurant."

"Come again?"

"I'm going to be your chauffeur, silly," Emma responds.

"You've heard that I can drive, haven't you?" Kitty says with a glower. "I've been doing it since I was fifteen."

"Of course, dear, but sadly, all the cars on the lot are unavailable at the moment, except mine." Emma's lips twist into a mockery of a sisterly smile. "And seeing as we've become _so_ close since your return, why, I insisted on helping out."

* * *

Kitty's scowl deepens. "I have seriously got to get my own car."

"Why, Kitty, that's a splendid idea. I'll ask Scott to take you to the toy store first thing tomorrow."

"Do you think you could save the jokes until after our date?"

"Ever so sorry," Emma brushes past Kitty to trace her fingers along a box of chocolates. "Don't know what came over me."

Kitty snatches a plastic cupid from the pile and moves toward Emma while her back is turned. As she pulls her hand back, she thinks, "I wonder how hard I'll have to shove this to get it all the way up her-"

Peter moves in to prevent the argument from getting worse. "Katya, please," he says, snagging the cupid from her hands and replacing it to the pile in one smooth motion. He takes a corsage from the pile of gifts and removes it from the package. Gently pinning it to the bodice of her dress, he says, "I really don't mind." Whether he means the gifts, or Emma, he leaves unspoken. "Let's just go and have a good time."

Kitty looks up at Peter's deep topaz eyes and her angry face can't help but soften. She sighs with resignation. "That sounds like a good idea," she concedes.

None of them notice a small spray of fine powder drift from the corsage and onto Peter's suit.

Later, as they drive away from the mansion, Peter notices Kitty gazing thoughtfully out her window. "Katya, why are you staring at the baseball field?"

"Hmn?" she says, look at him. "Sorry, just thinking..."

Her eyes drift back to the window, and Emma's car cruises past the front gate.

* * *

Later...

Kitty and Peter step out of the car, which has pulled next to an upper scale restaurant named "Don's"

"Don't stay out too late," Emma says before she drives away. "You know how cranky Kitty gets when she's up past her bedtime."

And with that, the car and Emma are gone before Kitty can respond.

"Sheesh, do you think she got lost enough times?" Kitty grumbles. "It's almost like she was doing it on purpose."

"It was a pleasant enough drive," Peter says tactfully. "Let's go inside."

A few moments later Kitty is standing in front of the podium, looking furious. "But we had reservations!"

The host is nonplussed by her outrage. "Indeed, but that was for an hour ago. I'm afraid we had no choice but to give your table away."

"But it wasn't our fault!"

"Miss, there's nothing I can do." The host is professional enough, but she already looks bored. "Our reservation policy is quite clear."

"Well, how soon before you can seat us then?"

The host pointedly nods toward the large assembly of people near the door. "At least an hour, Miss."

"But we have tickets to a movie that starts in an hour and a half!"

"Perhaps they'll be willing to rewind the film when you arrive," the woman says, her sympathy clearly exhausted.

Kitty growls in frustration. "Never mind," She grabs her date by the hand and leads him out. "C'mon Peter. Let's just find a place on the way to the theater."

As they step out of the restaurant and look down the stretch of highway, they are faced with a less than encouraging sight. Between them and the theater is a stretch several miles long littered with cheap motels, car dealerships and not much else. Even the sidewalk is broken up by patches of unpaved gravel.

"Great."

* * *

"You really bought tickets in advance?"

"What? You know how much I like pirates."

Kitty and Peter walk along the side of the highway together. The large gravel stones crunch noisily beneath Peter's feet, but Kitty carefully maintains a four inch distance between herself and the ground by phasing. It also helps keep Peter from seeming quite so enormous next to her.

The day has grown dim around them as night offers its daily caress. The sunset is blocked by their surroundings, but they can still see an orange glow in the distance.

"Sorry I made a scene back there," Kitty offers.

"No need," Peter assures her. "In the past, I have done far worse."

"Heh," Kitty chuckles, though she knows it was not a joke. "Guess after all I've been through I should know better than to let petty problems like that bother me."

Peter looks thoughtfully at the sky. "I do not believe that is true. If grand things were all that troubled us, we would not be people. We would be gods."

"I knew we shoulda stayed in Asgard," Kitty jokes.

Peter does not laugh. He simply continues to gaze toward the horizon.

Kitty looks at him with concern. "Peter?"

"Sometimes..." he says with a touch of melancholy, "...the mundane things make all the difference in the world."

Kitty's expression gains a touch of alarm.

The soft glow of the upper atmosphere nearly obscures the craft as it draws closer. Soon the edge of the craft blossoms with fire. Within moments it is completely engulfed in a frightening coat of red heat.

\Warning... Warning...\

Kitty's stomach growls. "Think we're almost there?"

"Very nearly," Peter assures her.

"It's a half hour until the movie starts. Guess we'll have to share a bucket of popcorn for our- Hello!"

As they crest a small hill, they see a sign not far ahead. Perched atop a thick pole, the sign promises "Food and Cocktails" in the dark building it is next to.

"Works for me," Kitty says. "Maybe we can get some quick happy hour fries or something."

They veer off to enter the bar, unaware that next to the glowing letters, another part of the fluorescent tubing has failed to activate. Though crudely formed, it still manages to assume the shape of a female silhouette.

* * *

The bar is dimly lit and enshrouded in a thick layer of cigarette smoke. When the pair enters, they are immediately greeted by a friendly woman. "Hi there! May I see your ID cards, please?"

Kitty is taken aback by the abruptness of the request, but pleased with the prompt attention, so she begins digging through her purse. Peter hands his card over, but as it's returned to him his eyes suddenly bulge in shock.

"Katya?"

"Just a second Peter," Kitty says as she continues fishing for her card. "It's so dark in here I can hardly see anything," she thinks.

"But, Katya…" Peter presses, nudging her shoulder for emphasis.

"Hold _on_. Found it!" She gives the card to the greeter and smiles at Peter. "Sorry, what did you want?"

"Perhaps we should go somewhere else," Peter tells her quietly.

Kitty takes her card back and drops it in her purse. "Why? Let's just find a seat and-"

"Oh."

"My."

"God."

Kitty's eyes are riveted to the center of the bar, where several large stages are arranged around barstool seating. Large metal poles sprout from each stage and extend all the way to the ceiling. On one of the stages a very bored looking woman is spinning around the pole while dressed in a skimpy bikini. Peter's face has turned beet red and he is making a heroic attempt to look deep inside his own shirt.

Kitty shrugs. "Nothing to be done about it. Let's find ourselves a table."

"But Katya, you know what type place this is, da?" Pete whispers uncomfortably.

"I've been to a couple," Kitty admits as she zeroes in on a table that's far enough from a stage to satisfy her.

"You have?!" Peter says with astonishment. "When?"

"I don't really want to talk about it," Kitty says through clenched teeth.

* * *

"Here's your water and your menus," their waitress says. Peter has his back to the stage, but still looks dreadfully embarrassed.

"I'm not sure I can do this, Katya," Peter tells her.

"Relax, Peter," Kitty says dismissively. "It's not as bad as you think. Most of the time they aren't dressed much worse than Betsy or Emma."

"I am not sure that makes me more comfortable," Peter says.

Kitty takes a sip of her water as she watches Peter squirm. Trying to change the subject, she says, "I wonder if those kids were serious about getting Lockheed to burn the gifts."

Back at the Mansion…

"Pull!"

A teddy bear soars into the sky. As it dangles on the zenith of its rise, a jet of flame strikes it, nearly reducing it to ashes before it even hits the ground.

"Awesome!" Warren says.

"This is so immature," Alana complains. Her arms are crossed, but she does not stop watching the spectacle.

Lockheed hovers in the sky as he awaits his next target.

"Let's do these chocolates next!" Scott says as he grabs a box. "Hey Lockheed, think you can get them all if I throw them with the lid off?"

"Yah!"

Back at the bar, Peter is uncomfortably silent. Kitty watches him continue to get embarrassed until it becomes almost painful.

"Come on, maybe the theater has hot dogs or pizza," Kitty offers.

"Da. Thank you, Katya," Peter says with obvious gratitude as he hastens from his seat.

* * *

They leave the bar and find that the region they are heading toward shows more signs of habitation. At the very least the sidewalk continues uninterrupted for a longer stretch. Large fences ahead surround a power company's substation.

Kitty watches Peter, who seems lost in thought, until she can no longer bear it. "Hey, something's bothering you. Out with it, okay?"

"I do not wish to upset you, Katya," Peter says reluctantly.

"_This_ is upsetting me, Peter. Whatever it is, you should talk about it."

Peter's steps slow, as though the burden of his thoughts is dragging him back. He looks at her and says, "Katya, can you be honest with me?"

"What? Of course, Peter. W-what's this about?"

"I have been thinking-- When you found me, when you saved me, you did not have a man who loved you." He does not state it as a question.

Kitty's eyes widen in confusion. "What?"

"It is not right," Peter asserts. "It has brought me great joy, coming back to you, but it is not right..."

Peter takes one of her hands. "...that you have been alone."

Kitty starts to get flustered. "What? Don't be ridiculous. I-"

"No, Katya. This troubles me. It has been very long since I died. Has not one man asked you on a date in this time?"

Kitty's eyes narrow. "Wait, are you serious? You're having a problem... because I was _single_ when I found you?"

"No, Katya. I am simply concerned that I might have been responsible somehow. It is hard not to think this. You have not so much as dated anyone since that Neo boy while we helped repair the High Evolutionary's space station. You should have had better than that, even if it meant that I could not have you."

Kitty squints in genuine confusion. "What are you talking about Peter? What Neo? And I haven't been to that space station since we defeated Mr. Sinister."

"Of course you have, Katya, I was there with you, and--" Peter's lips tighten. "You are changing the subject. What I am trying to say, Katya, is that I must make something clear to you if my death somehow had anything to do with this: I do not wish for you to ever deny yourself happiness in this way. Not in this world, where things can change so quickly."

Kitty stares at him in shock. She turns away before he can notice the moisture building in her eyes. "Why are you telling me this?"

Behind them, what looks like a star grows into a small ball of fire.

* * *

Peter reaches over and lifts Kitty's chin so that she is looking at him again. He gently brushes a tear away. "Because, Katya-- your happiness is important to me. Because seeing you happy is one of the few things that made life after my sister died bearable. Because I love you, and even though at times I have doubted it, or pushed it aside because you wished me to-- I have never _stopped_ loving you."

The ball of fire behind them has grown so large the two of them seem to be bathed in light.

Almost of their own will, Kitty's lips come close to his. "Peter..."

"Katya... LOOK OUT!!!"

Peter abruptly shoves Kitty away and transforms into the metal form of Colossus. The very next second a flaming object the size of a motorcycle smashes into him. He is knocked back several yards, but the object itself bounces and skids a few meters beyond that. It crashes through the side fence to the substation, which drapes itself over the object like a mesh blanket.

"Peter!" Kitty shouts. She is a bit off balance, but unhurt.

When Colossus rises, his shirt is in tatters, both from the act of transforming and the collision. The spot on his chest where the faint powder from Kitty's corsage had landed begins to let off tiny wisps of smoke.

* * *

The flames die down, revealing the object to be a vaguely egg shaped golden craft. The heat leaves it tinged with red as it smolders and occasionally crackles.

Kitty runs to Colossus. "Peter! Are you okay?"

"Da," he assures her. "And you, Katya?"

"I'm fine. Look! Something's happening!"

"By the White Wolf!" Colossus yells as they watch the egg begin to tremble.

With a sudden CRACK! The egg splits down the middle, releasing a hissing jet of steam. The pair watch, stunned, as the two sides split and collapse and shift around until it takes on the form of a large humanoid in golden armor. The helmet is wide, like an overturned bowl, and the forearms resemble thick baseball bats, with no hands to be seen. The arms are functional enough for the alien to rise to its feet and throw the fence aside. It turns and seems to regard the two of them. It holds its arms at waist height, in a guarded pose, and odd, garbled electronic noises transmit from the helmet.

"Stay back, Katya!" Colossus yells as he charges the armored alien.

"Peter, no! We don't know if it's dangerous!"

"Or how dangerous," Kitty thinks. "Why's he being so aggressive all of a sudden?"

* * *

With Colossus thundering toward it, the alien goes into motion itself. A slot toward the end of one of its arm-pods opens and a long, thin device slides out. The device crackles with energy before erupting into a long, green energy whip. It flings the whip at Colossus and it snakes toward him with deadly accuracy. He is suddenly stopped in his tracks as the whip wraps itself around him and unleashes a massive jolt.

"Arggggghhhh!" Colossus cries as the energy surges through him.

The whip retracts, a small thread dangling from the arm-pod, still ready for another strike.

Colossus, unable to cope with the damage, collapses onto his back with a low groan.

The alien moves toward him, leaning in as it reaches the other arm close to his chest. The electronic garbles become more pronounced and excited as it nears him.

A large rock suddenly nails the alien square on the helmet. It bounces harmlessly off the golden surface, but it's enough to make it pause on its approach.

"Hey, you stupid Metroid reject! Get away from my boyfriend!"

* * *

Kitty runs toward the alien. "Have to get Peter away from it," she thinks. "Can't risk a slugfest, it looks too tough. Just phase in, grab Peter and phase out."

The alien lifts its arm and flings the energy whip at her. Kitty tries to sidestep it, but the long tendril changes direction the moment she does, and savagely rams through her phased body.

"Yeow!" Kitty shrieks as she is knocked back by the surge. She lands on her rump a foot away.

"That hurt!" she thinks, eying the alien and the whip. "Better be more careful."

Something above her goes "sproing" and Kitty feels something shift on her head. She looks up and sees that the electricity has broken her hair from its careful styling and left it an unkempt, frizzy mess.

"Oh, you're dead," Kitty mumbles.

* * *

"I guess the direct approach is out," Kitty thinks as she plans her next move. "Maybe if I come from the side..."

The alien returns its attention to Colossus, but the moment Kitty gets too close it sends its whip lashing out and Kitty only just escapes a second shock.

"Oops, not that way," Kitty thinks and changes direction. The whip cuts her off yet again.

Zak!

"Why isn't it trying to hit me anymore?" She thinks. "It's just forcing me away while it tries to do whatever it wants to Peter. Well, I still have a few tricks. Let's try from above." Kitty uses her phasing ability to allow herself to airwalk, rising higher with each step so that she can come at the alien from above.

Zak!

The whip catches the tips of her toes, jolting her just enough to make her drop back to the ground.

"Damn! Maybe a feint..." Kitty bolts to the left and when she sees the alien lift its arm she leaps to the right, only to find the snaking coil of energy barring her path and forcing her to withdraw.

"It's like he knows every move I'm going to make!" she thinks. She looks around at the electrical generators and transformers nearby and gets an idea. "But maybe he doesn't know why I'm making those moves, or what'll happen when I do."

* * *

"Hey! Come and get me!" Kitty yells, trying to draw its attention away from Colossus, who is still lying on the ground, stunned.

Kitty dashes close to the square units of the substation, with their coiled poles sticking out like quills. She passes a large sign warning of high voltage. "I'm coming Peter!" she thinks. "Just hold on!"

As expected, the alien fires its whip at her again, but Kitty is so close to the power unit that the tendril brushes one of the coils and a massive surge of amps courses along the length and sends sparks shooting from all the joints of the alien's armor.

* * *

"Gotcha!" Kitty says with glee. She charges directly at the alien. "Didn't like that, did you? I don't think you'll like what happens when I phase through electrical systems very much, either!"

Kitty leaps through the alien's chest. The armor, already damaged from the power surge, goes haywire as her phasing ability disrupts all the electrical systems within. The electro whip completely shorts out, leaving only a charred tip at the end of the device.

The alien falters, driven backward by its own out-of-control system, leaving Kitty free to run to Colossus.

She drops to her knees and hovers over him, cradling his head in her hands. "Peter? Are you okay? What was it trying to do to you?"

As she leans over, more of the dust from her corsage drops onto his body and sizzles along the metal skin.

Colossus' eyes suddenly spring open.

* * *

"Eahhhhhhh!" Peter yells, lashing out with his fists. Kitty is caught by surprise and is struck in the stomach by his flailing limbs. The blow sends her flying away from him and she lands with a heavy thud several feet away.

"Peter, uhnnnn!" Kitty says weakly. Her head swims with pain and her vision goes blurry. She can barely see the metal titan rise to his feet and close on her, his face twisted in a strange fury.

As he looms over her, Colossus raises his fists to crush her. Kitty realizes what is happening just in time to weakly lift a warding arm. "Peter, no!"

Just then the alien drives itself into him, knocking them both away from her.

Colossus is the first to recover and grabs the alien by the shoulders, his hands leaving dents in the armor. "Kill… you…" he barely manages to enunciate.

"Shake it off," Kitty thinks. "Help Peter and get away from that thing." She struggles to lift herself up. "Figure out how to make my legs do what I tell them."

The ends of the alien's arms split open, like the claws of a crab, revealing a white ball of energy inside the tip of each one. It lifts both arms to Peter's chin and his face twists into a grimace as he shrieks in pain. It's enough of a distraction for the alien to seal its arms again and pound him twice to break his grip.

* * *

"That's right," Kitty thinks. "One foot after the other. Man, Peter hits hard. He's gone berserk. What did that thing do to him?"

Colossus takes a wild swing at the alien, but it dodges easily. He attacks again and it swerves out of the way.

"It still knows what to expect. No time to take it down, I have to snap Peter out of it and get him back to the mansion. We can restrain him there… if we have to."

Kitty takes a deep breath and charges at the two combatants. Her dress is in tatters and the dirt and sweat have left her hair lank. She looks terrible, but determined. When she gets close enough she hurtles herself in the air and reaches her hands out.

"Sure hope this works," she thinks.

At the moment her fingers touch Colossus' face, she phases him, forcing him to suddenly stop in mid step. He struggles to move, but Kitty's power locks him in place.

"I'm sorry Peter. This is for your own good." Kitty turns her head and glares at the alien. "You can't touch us," she warns it. "All the commotion you raised is sure the bring the police, and the X-Men, and maybe a few ONE Sentinels. They'll be here soon, so if you're a smart alien you'll make tracks!"

* * *

The alien steps up to Kitty, seeming to regard her and the enraged Colossus behind her. It makes a few more sqaurbles.

"If that's some kind of language, I have no idea what you're saying," Kitty says matter-of-factly. "Don't get too close, or I might tip over and phase right through your precious suit again."

A small compartment in the chest plate slides open and flips over to reveal a small view screen. At the same moment a small device emerges from above its shoulder and projects a thin beam of light onto Colossus.

The view screen activates, showing a close-up view of the steel man's chest. It zooms in further until there is a clear image of the metal on his body being eaten away.

Kitty's eyes widen and she looks at Colossus. "Some kind of corrosive. Is that what's happening to you?" The display has zoomed in even further, showing the atomic models of several strange compounds. "Change back, Peter!" Kitty urges when she sees this. "You have to change back to make the pain stop!"

Colossus is unable to respond. He continues to struggle in place and growl in frustration.

The alien utters a few more clicks and the beam of light transfers to the corsage on her chest. It zooms in on it, faster than before but enough to show the same compound contained within the decorative flower.

"That's where it came from?" Kitty's response is immediate and decisive. She rips the corsage out of her dress and flings it to the ground in front of the alien.

The alien, true to its previous display of reacting before an action is taken, has an arm-pod at the ready. It projects a wide red laser across the corsage. When the display zooms in on it again, it is slightly wilted but free of the compound.

"Okay, then," Kitty muses. "I think we've officially resolved the language barrier issue." She pauses for thought. "Should I trust it?" she glances at the look of torment on Colossus and imagines what agony the mysterious corrosive must be causing him. "I don't have much of a choice, or much time."

She carefully steps to the side, keeping her hands on Colossus and her eyes on the alien. "I'm going to unphase enough to let you do your thing with the laser, but don't try anything else!"

The alien approaches Peter, lifts an arm-pod and projects a wide red laser across him. The spot where the dust had landed is wiped clean, revealing untarnished, shining steel.

The job complete, it stands, steps back, and turns away. Jets of fire spring from its back and it takes to the air, flying away until it is no more than a tiny speck of light in the distance.

* * *

Kitty watches the alien depart and then looks at Peter with deep concern. "Peter? Are you okay?"

"Uhnn," he groans. Slowly his metal form dissipates into flesh, and he seems to sag under his own weight. Kitty has to brace herself to support him.

Kitty hesitates before caressing his cheek. "Are you… feeling yourself?"

"Katya, what happened?" Peter manages to say.

"Oh, the usual. What date with you is complete without a sudden, random attack? Can you walk?"

Peter climbs to his feet and shifts back to human form. "Da. Thank you."

Kitty looks at the destruction around her, then back toward the mansion. "Can't stay out like this," she observes. "I'm not in much of a mood for a movie anyway. Let's just go home."

At that moment it suddenly starts to rain. Kitty doesn't even gasp in shock as she becomes drenched, both her hair and her clothes clinging limply to her.

"I _really_ need to get my own car."

* * *

In an abandoned warehouse, the alien stands beneath the remains of a large sun window. Shards of glass are littered around it.

\Translation systems on-line. Language analysis complete. Overall damage is seventy percent.\

The arm pods detach from the armor and slide away, revealing thin but muscular arms with slender hands and fingers. It reaches up and presses a button near the base of the helmet. Two jets of steam shoot from the sides before it reaches up and lifts the helmet off.

The face revealed, the alien is an exotic looking woman with a wild mane of hair that resembles an owl, or the wings of a butterfly. The hair starts dark green at the top, becomes a stripe of light green at the center, and is white along the bottom. At the back is a round topknot of solid white hair. Her eyebrows have an odd arch to them as she looks around.

"Guess that means I'm trapped here for a while," she calmly muses.

Meanwhile…

"Aren't you done yet? It's way past your bedtime!" Rachel yells at Scott and Lockheed

"Last one!"

"Well, hurry it up!"

Scott grabs the final gift, a small plastic singing heart and winds his arm back for the throw. "Ready, Lockheed?"

The toy flies into the air, and as Lockheed's fire breath rushes toward it, tiny writing can barely be seen along the seam. It reads "Murderworld Novelties."

Next: The Mutant With One Red Shoe. Guest starring Pete Wisdom!

* * *

Notes:

This story takes place right before New Excalibur #1


	3. The Mutant With One Red Shoe

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 3, January 2006

Cover image: Kitty is being attacked on three sides by gun toting agents wearing the sunburst emblem of Black Air. Her fist is slamming into the jaw of one while her knee takes out another. The third agent's attack passes harmlessly through her. In the back, Pete Wisdom is lounging on a deck chair, wearing his favorite trench coat and holding a glass of scotch while he watches Kitty fight. "A little help would be nice!" Kitty growls, despite the fact that she has things well in hand. Pete's plaintive response is, "But I'm watching my favourite programme!"

* * *

Kitty is sitting at a table in a smoke filled bar, looking conflicted. She has switched from the suit and skirt combo she had arrived in England wearing for her more typical jeans and t-shirt. One hand lazily stirs the drink in front of her, while she has her other elbow on the table to prop her chin on her palm. She looks to the side and says, "You really didn't have to do this."

Stan Lee does not present

**The Mutant With One Red Shoe

* * *

**

Heathrow Airport.

The pub atmosphere combines shades of old world comfort and last-drink-before-the-flight pacing. At any time of the day or night it has an equal chance of being packed with customers or quiet as a graveyard. Right now happens to be an example of the former. The table Kitty sits at is centrally located. Nothing cozy, like a booth in a dark corner. All the better to discourage certain directions a conversation might go.

Not that any of that makes a difference to her companion.

At the other side of the table sits a thin, but imposing man, looking relaxed and satisfied as he holds his drink. He is Pete Wisdom, agent of MI-13, the British Intelligence Service division devoted to the supernatural, and former member of the original Excalibur. More importantly, he was the other half of Kitty's first mature relationship.

It hadn't ended well.

"Hardly," he says. "You were nice enough to stay and visit Brian for a few days after Kurt and the other two left in the Blackbird. So escorting you to the airport's the least I could do. You don't even have the rat to keep you company."

Kitty flits her eyes back to him, as though measuring his intentions. "Lockheed doesn't like airports, so he's flying home on his own. And I don't recall a trip to the pub being included in your original offer."

Pete shrugs. "Part of the package. Besides, I hardly got to see you after we nabbed those doppelganger blokes. You haven't been avoiding me, have you?"

"Of course I haven't been avoiding you," Kitty sniffs. "How can you even think such a thing?"

"Occupational hazard," Pete says as he lifts his scotch. "Makes it hard to accept things as coincidence."

"Sorry to disappoint, but nothing deliberate was involved."

"Good to know. Think of this as a way to make up for all those missed opportunities, then."

Kitty stirs her cocktail. "Well, all right," she says. "Damn," she thinks, "He's got me."

Pete smirks behind his glass. "Heh," he thinks. "That got her."

An uncomfortable moment of silence follows. Kitty notices Pete's hand twitch toward his empty pocket and permits herself a relaxed grin.

"So I guess it's true," she observes.

"What's that?" Pete says, still trying to sound pleasant.

"You really have quit smoking."

Pete's composure slips a bit as he nearly scowls. Trying to keep the sarcasm from leaking through, he says, "Yeah, it's brilliant. Wish I'd done it ages ago."

"Well..." Kitty begins brightly, but by the time the word finishes dragging its way out of her she looks uncomfortable again. She had been about to say something about it helping him to live longer.

Earlier, as they had ordered their drinks, she had come dangerously close to asking if he planned to cut his scotch with Geritol. The jokes still come naturally to her.

When they had been dating they often shared such banter, a private game to nullify the issue of their age difference. It was intended to dismiss the objections others might have, but ironically, the only ones to actually express concerns about it were themselves.

Since then, the whole subject has become an unspoken taboo. Too easy for it to be misunderstood. Too easy to dredge up old feelings that hadn't been adequately resolved.

"...Well I'm glad."

"You don't look to happy from where I sit," Pete says, well aware of her discomfort.

Kitty tries to wave it off. "I'm just upset because the flight's going to cause me to miss the Cubs game."

"Still a fan, then?" Meanwhile, Pete thinks, "Didn't baseball season just end?"

"For life. Some habits can't be broken," Kitty says quietly.

"Yeah," Pete agrees. "Especially the unhealthy ones."

* * *

Not liking the sudden awkwardness, Kitty decides to change the subject. She indicates the spot where the bartender is mixing drinks and says, "I actually worked in a bar for a bit."

"Yeah," Pete says, taking another sip from his drink. "Some place called 'The Belles of Hell,' but I doubt anybody would have recognized you back then."

Kitty gapes at him. "Have you been checking up on me?"

"Perish the thought. As you said before, my job's to know things."

"Correction:" Kitty says, lifting a finger, "Your job is to know _important_ things."

"Anything can be important if the right person's asking," Pete quips.

"How very mercenary of you."

"Easy, now," Pete says, falling to the defensive. "I'll have you know my first orders after M-Day were to check on every mutant still known to be active, and I wasn't about to report to my superiors with some bollocks about there only being 198 of us left."

"You've been checking up on me," Kitty says matter-of-factly. She lifts her glass and directs a piercing stare at him while pointedly arching one eyebrow. To his credit, Pete holds up under the gaze for a good while before his resolve falters.

"Yeah, all right, I was checking up on you," Pete concedes. "Can't blame a bloke for being concerned, yeah? Way you were dressing and acting, anybody would have thought you'd gone off the rails. Hell, you even saw a shrink for a bit, there."

Now it becomes Kitty's turn to take the defensive. "The tattoos and piercings were fakes, I swear! I would have never done something like that for real!"

Pete doesn't look entirely convinced. "What about before that, with the evil pixie 'do, the attitude and the slicing at people with one of your mate's old bone claws?"

Kitty stares at him in stunned disbelief for a moment.

* * *

"You just made all that up," she accuses when she finally finds her voice.

Pete tosses her a knowing smile. "Denial, Pryde? That's a rare thing for you." Quietly, into his glass he mumbles, "Not unheard of, but rare."

"I'm serious!"

Pete shrugs. "It's not like I don't have proof, you know."

Kitty crosses her arms. "Fine. Let's see your proof."

"Well, if you insist." Pete withdraws a sophisticated looking pocket computer and taps a few buttons. "There you are."

He hands it over so that Kitty can look at the screen, and her eyes widen in disbelief. "Can't say I'm not relieved you've gotten past _that_ episode," he informs her.

On the wide touchscreen is a clear image of Kitty in her Neo Saga costume. Deep blue with yellow gloves, boots and belt. Two yellow stripes with white trim cross like swords over her chest, forming an "X," narrowing to points near her waist. Her mask is a thin pair of fabric arches, giving her an almost batlike appearance. The collar of her outfit is turned up, nearly obscuring her entire neck. On her right hand, mounted to a metal brace that is somewhere between a wrist gauntlet and brass knuckles, a single bone claw juts out.

In the photo Kitty is crouched low, her weapon arm at the ready. The expression on her face shows an inappropriate eagerness for violence.

"Can you send this to my computer?" Kitty says, simultaneously curious, unnerved and scandalized.

* * *

"Hang on," Pete says dubiously. "You aren't actually suggesting that isn't you, are you?"

"I have no idea who this is, but I intend to find out."

Pete leans across the table, one finger pointing toward the computer. "If that's the case, then where were _you_ when this photo was taken?"

Before Kitty can answer, a frazzled woman in a business suit bumps into their table, nearly spilling Pete's drink and dumping several folders of paper onto the floor. "Oh!" she cries.

"Bloody Hell!" Pete exclaims. "Watch where you're going, you!"

"I'm sorry!" the woman says as she hastily collects her papers. "I'm so sorry!" She continues to grumble as she fumbles about on all fours. "Brilliant. Just brilliant. I'm running late and this happens."

As the woman makes a show of cramming things into her pack and getting her things together, she skillfully slips a small device into Pete's satchel.

In a flash her arms are again loaded and she hustles her way out of the bar. "I swear if I miss my flight..." are the last words she's heard saying before she's lost from sight.

Pete watches her leave with mild annoyance. "Bird almost made me spill my drink," he mumbles quietly. He turns to face Kitty again and nonchalantly says, "You saw that, yeah?"

"Of course," Kitty says quietly. "You wouldn't believe the sorts of things my students have tried to get past me since I started teaching."

Pete joins Kitty in a chuckle that is interrupted by the ringing of his cell phone.

* * *

The phone rings again. "Mind if I take that?" Pete asks politely.

"By all means," Kitty invites.

Pete reaches into his worn trenchcoat and withdraws his phone. "Caller I.D. says it's the boss." He flips it open and brings it to his ear. "Wisdom here."

Kitty studies Pete with a bemused expression as she listens to his end of the conversation. Pete is sitting erect and his voice is all business as he responds to the voice on the phone.

"Yes," Pete says attentively.

"Here?"

"So, it's urgent, then."

"Of course."

"I understand."

"I'm on it, Chief."

Pete shuts his phone and puts it away, giving Kitty a knowing look, which she returns.

"That was the great and powerful Sir Mortimer Grimsdale informing me that Black Air is in this very airport planning all sorts of naughtiness in a short time and it's up to me to stop them."

Kitty calmly nods after soaking the information in. She casually takes a sip of her drink and says, "Soooooo, trap?"

"Pretty much," Pete tells her.

"I don't suppose you'd consider ignoring it or calling in some back-up?"

"After all the hard work and preparation they must have gone through? Perish the thought."

Kitty shakes her head, but her eyes sparkle and her smile betrays her eagerness. "Mustn't disappoint them, then."

"Indeed."

* * *

Not far from the terminal pub, a darkened storage room quietly waits. Numerous crates are stacked along the walls next to supply shelves filled with boxes, tools and other items. It is a true multipurpose room. Large enough for temporary storage, but equipped to handle brief office work.

The silence in the room is broken by a faint click as the red light on a door lock switches off to be replaced by a dot of green. The knob slowly rotates and the door swings open, revealing Pete on the other side. In his hand is an electronic device that slightly resembles a small taser.

"Gadgets, hmpf" Pete grumbles.

He flips the light switch and glances over the room before taking a few steps inside. "Anybody home?" he says. He gets no answer save the calm he walked into. He ventures further into the room. "Shame I gave up smoking. This would be a perfect chance to light one up without someone yelling at me to—"

"Stop right there!" A voice barks at him. A group of men in Black Air battle gear, wielding spitguns, burst from their hiding places and confront Wisdom.

Pete briefly gapes at them, disbelief loud on his face. "I wasn't gonna! I said I quit, didn't I?"

The men form a line and aim their guns at him. "Keep your hands where we can seem them!" one of them yells. "No tricks!"

"Easy, mates," Pete says as he slowly raises his arms, palms out. "I wouldn't think of trying anything against five men armed with spitguns standing ten feet away from me."

"Smart choice," the agent compliments him. A moment later he realizes how strange what Pete just said sounded and squints. "What?"

Behind them, a blur of motion drops unnoticed from the ceiling.

"Always did love this part," Pete thinks, barely containing an indulgent smile.

* * *

The agents all recoil in shock as they see a hand sweep through their chests and guns. Wild sparks fly from the electronic weapons, turning them into useless hunks of metal in the agents' arms.

"No!" one of them shouts, too late aware of Kitty's presence.

"Guess again!" Kitty retorts and drops in a manner much like her namesake to sweep one of their legs out. The man pitches into his fellows and they all fall into a heap. "Already?" Kitty says, sounding a bit disappointed as she pounces on them, kicking and punching before they have a chance to recover.

Seven more agents burst from hiding places deeper in the room, while another band rushes in through the doorway, blocking them in.

"It's a trap, Kitty!" Pete yells as he spreads his hands out. White-hot knives fire from his fingertips, blasting several spitguns before they can be used.

Kitty somersaults backwards through a couple, taking out their guns and putting herself behind them. "We've already established that!" She hammers her fists on one of the agents before using him as a brace to deliver a couple of flying kicks at a few others who try to come to his aid. "It hardly matters, these guys are just as useless as the others. You know, I bet fighting jokers like these all the time played a big part in the trouble I had readjusting to the X-Men."

"Hang on," Pete says in a scandalized voice. He launches a jab at an unfortunate agent before proceeding with his response. "Are you suggesting you went soft? Scratch that, are you saying I had something to do with it?"

"Not necessarily. Just that the X-Men attract a higher class of bad guy."

Kitty and Pete pull a sudden reversal, and take down two agents with a pair of right hooks. Their movements compliment each other, even as their words do not.

"Well aren't we all high and mighty?" Pete taunts.

"Fine," Kitty growls as she vaults over one agent and drives both feet into another. "You tell me who my toughest opponent was while I was with you; the random thugs we fought in Genosha? How about the random thugs at The Chalk & Cheese, or the ones hiding in our Hotel? Ooh, wait!" she finishes with light sarcasm, "Maybe it was those Bamf dolls!"

"Well, excuse me! Excalibur wasn't exactly a combat outfit back then. Besides, you were always more comfortable sitting in front of a computer, and you ruddy well know it!" Pete drives his elbow into the gut of an unfortunate agent, who doubles over in agony.

"I still am," Kitty concedes as she phases to let a few gun blasts fly harmlessly through her. "Not that it looks that way at the moment."

"Shall I ask these gentlemen to excuse themselves until they can bring back someone more challenging?" Pete asks with mock politeness.

"No need," A deep, rumbling voice says from the doorway.

* * *

"You can try me."

Blocking the room's only exit is a huge and muscular man. From straight on he seems to be almost all broad shoulders, thick legs and bulging biceps. His hair is in a neat buzz cut and he regards Kitty and Pete with a savage, lopsided leer.

Holding out his arms in what might have been a welcoming gesture, the man says, "Normally I'd be loathe to step into the middle of a lover's quarrel, but you're messing up my boys and I'll have to ask you to surrender peacefully now."

"We're _not_--"

"Think again, toerag!" Pete says and thrusts his fingers toward the man. "Hrkkk!" Pete's fingers barely begin to glow when he clutches his stomach in agony.

"Pete!" Kitty cries out in alarm. She shoves past an agent and kneels at his side, draping one arm over his shoulders for support. "What happened?"

Pete staggers to his feet, noting that the agents have briefly stepped back. "I'll be fine," he assures her.

The man's grin grows wider. "Hurt didn't it? Allow me to introduce myself. The name's Backlash, and I give your mutant powers a rather nasty side effect. The more you use 'em, the more it'll hurt, until you kill yourselves from the inside. Don't worry too much, though. I've brought a pair of pretty necklaces to make sure you don't accidentally die _too_ much."

"A pair..?" Pete says with concern. "Kitty, I think it's time we pulled off an escape."

"The only exit's sealed off," Kitty says with a smile that is born half from anger and half from eagerness. "Besides, we don't need our powers to take these losers!"

* * *

Moments later...

"Don't say it, Wisdom,"

"Wasn't going to."

Kitty and Pete are sitting on the floor in the middle of the multipurpose room, tied back-to-back. Thick ropes bind their hands together and wrap around their waists, leaving them little room to wriggle. To complete the picture, each of them is wearing an inhibitor collar around their necks. The device, one of the ultimate symbols of mutant oppression, completely neutralizes the mutant talents of anyone forced to wear them.

Those agents who hadn't been beaten to a pulp stand guard around the two, with Backlash watching over them. Everyone else is gone, either having limped out themselves or simply dragged out by those still conscious and able.

There is a quick double-rap at the door and one of the agents opens it. Into the room steps the frazzled businesswoman who had collided with Pete in the pub. She is wearing a pair of shades and looks much more composed. She strikes a haughty pose as she regards the two prisoners. "Excellent. You played right into our hands. Black Air has yet to fall so far that it forgets those who have crossed us."

"Don't flatter yourself," Pete advises. "I saw you putting that transmitter in my bag."

"You were intended to."

Pete looks directly at the woman, his face stony. "Well, you've got me, so why don't you let _her_ go and we'll call it square."

The woman chuckles at his bravado. "Silly boy, you're just the bonus."

Kitty performs a quick double take. "You were after me?"

"Of course," the woman tells her. "You're the only one who can help us destroy Cerebra."

* * *

There is a moment of stunned silence as Kitty absorbs the woman's words. "That's crazy on more levels than I have time to list."

"Don't think you can do it?" she teases.

"I _won't_ do it. End of story."

"But you _can_ do it. You have the access and the know-how. All you need is the virus," The woman waves a pocket flash drive next to her own ear, "which we have."

"You're talking about betraying the X-Men and abandoning every mutant who needs the protection of Xavier's," Kitty points out. "And since M-Day, that protection is needed more than ever."

"Protection? Or confinement? All the world's mutants gathered in one place, where they can easily be tracked, destroyed or used at anyone's, most likely the American Government's convenience? Trust me, the mutants that remain will be much better off on their own, and the rest of the world will breathe easier."

"Forget it."

The lady from Black Air frowns, but still seems confident.

"And now, the threats," Pete mumbles.

"Backlash, are you prepared for Plan B?"

The large man cracks his knuckles ominously. "Ready, and eager."

"Miss Pryde, the Institute is offering asylum to any mutant who seeks it, no questions asked, correct?"

Kitty gives her a guarded look, as though she were a snake.

"Backlash's ability is always on. He can't control it or shut it off. There are quite a few mutants like him, aren't there? How long do you suppose they'll last with him in their midst?"

Kitty can barely contain her rage, though her mind immediately leaps to images of dear friends who would easily fall to such a power. "He'll never make it past the front gates!"

"He'll get far enough. I assure you, by the time anyone realizes he's the one responsible, the morale at Xavier's will have long been shattered."

"You just want to kill mutants, and I'll never help you do that!"

"It's a dangerous world, Miss Pryde. Some mutants are bound to die either way, but it will be far fewer if Cerebra is destroyed. Don't think of it as killing mutants. Think of it as liberating them."

Kitty sits silently, refusing to look the woman in the eyes.

"We'll give you some time to think about it." At the woman's signal, everybody files out of the room. She is last to leave, and as she stands in the doorway, she says, "Don't take too long to decide. I wouldn't want you to miss your flight."

* * *

A grim silence falls over the room again, broken only as Pete and Kitty shift to get more comfortable in their awkward positions. Though they are back to back, they still seem to be working to look away from each other.

Pete finally speaks, and his words have a hollow calmness to them.

"So, you're dating again."

"Oh my God!" Kitty blurts. "You actually want to talk about this _now_?"

"Why not? We've got the time. Besides, my nose itches and I'd like to focus on something else."

Kitty squeezes her eyes shut, as if a headache is creeping into her. "I don't want to talk about it."

"In general, or with me?" Pete challenges, moving his head so he can speak over his shoulder more comfortably.

"How can you even think about my romantic life at a time like this?"

"Tsk," Pete chides her. "That's the problem with you phaser-types."

"'Phaser-types?'"

"You think you're entitled to just ghost away from anything unpleasant. You just can't stand it when you have to sit and take it like regular people. I'm sure everyone else cries buckets for you at times like this, but I've got a few things to say, and since we're a bit tied up at the moment you may as well listen."

"There's nothing to say," Kitty says through clenched teeth.

"Not from where I sit, Pryde."

"Ancient history. All of it."

Pete kicks out a bitter laugh. "You've got me all wrong. This isn't about me. I've moved on."

"Feh. Like Hell."

"I have. You've got a beau and cheers to you for it. I'm not asking why it isn't me."

"Then—"

Pete hastens to finish, talking over her to drive the point home. "I'm asking why _him_."

Kitty's face becomes a picture of shock and anguish as her words catch in her throat. For a moment she cannot answer.

* * *

Finally Kitty drops her head and shakes it in disbelief. "Y'know, for a guy who boasts about how he's moved on, you're clinging awfully hard to a grudge that Peter's more than redeemed himself of."

"Yeah, he did a real good thing, back then," Pete says with mock sincerity. "Is that why you're with him?"

"Look, we're still working things out."

"Do you love him?"

Another bout of silence attacks the young woman. "...It's complicated."

"Seems pretty simple to me, actually. I've even worked out a theory on the whole thing."

"The simplest thing would be to leave it alone," Kitty says, her voice taking a hard edge. "It's probably the least dangerous thing, too."

Pete ignores the warning. "I think you're with him because he's safe."

"Sod off. You and your theory."

"Not today," Pete says. "Way I see it, you've had it pretty rough since you returned to the Colonies. Lot of bad things have come your way and all your attempts to find a new direction for your life have pretty much fallen apart."

"Thanks for the history lesson," Kitty's voice is still clear, but quavers slightly, and her eyes show the faintest hint of moisture.

"It's true, though. Must've made you a bit gun shy. Too scared to let your feelings take you in a new direction, so now you're back with your mates and following the lead of that hag from the Hellfire Club. Then suddenly _he_ shows up, all nice and gift wrapped, like an old security blanket.

"Must make things simple, having your first love back. Everybody already knows him, so you don't have to worry about them getting used to you being together. Hell, they'd probably have a harder time if you hadn't." Pete is relentless as he continues his damning list of assets. "You'll never be scared of what you might do or who you might become. Plus, he's so devoted to you it's sickening. Kinda like having a St. Bernard for a pet."

Kitty feels a momentary regret that their position prevents her from laughing in his face. "And I'm not the St. Bernard type of girl, is that it?"

"No, Pryde, you're not. You're the pet fire-breathing flying purple rat type of girl."

"Lockheed's not a pet!" Kitty yells, finally losing her temper. "He's my friend!"

"Proves my point," Pete shrugs.

"What _is_ your point?!"

"My point is simple's not you. You like quantum mechanics and piloting jet aircraft. Famous bands let you dance on stage during their concerts. You have a temper and a way with words that has forced everyone from angry mobs to Asgardian Immortals to back down from you. You're an extraordinary woman, Kitty, and you're not the sort to make the easy choice. No matter how hard you try to deny it, eventually you're going to want something more than a bloke who paints in his room and does little else."

* * *

The woman from Black Air steps back into the room with Backlash and a few agents. "Time's up," she tells them.

"I'm not done yelling at this guy!" Kitty objects.

"Sunshine, I do love my Soaps, but time grows short and I need an answer. I was hoping to hear something closer to deep and sincere soul searching while I eavesdropped on you."

Kitty looks at the woman, her eyes hard and angry. "What happens to him?"

The woman saunters over to the pair and traces a finger along his shoulder. "There are... other parties interested in Mr. Wisdom. Personally I think we should teach him a lesson about what happens to traitors, but we're being paid very well."

"Well, now I feel downright privileged," Kitty snarls.

With a disappointed sigh, the woman turns to the brute behind her. "It looks like you'll be flying alone, Backlash. Try to focus on the refugees. We simply wish to break public confidence in Xavier's, but if you should find an opportunity to kill a few X-Men... even better."

"Wait!" Kitty blurts. She drops her head in defeat. "I'll... I'll do it."

"I knew you'd see things our way," the woman says with satisfaction. "Go ahead and untie them."

"No need," Kitty says. Her hands rise, pulling the loose rope away. The cords fall limply to the ground as she and Pete slowly stand. A couple of the agents step back and point their guns at them, but they are ignored. "You should know better than to use ropes on someone taught by Storm. There's no knot I can't undo."

"Very impressive," the woman says with an appreciative smirk.

Kitty points at the inhibitor collar. "I am going to need some help with this, though."

Backlash shoots her a nasty grin. "Just be careful, Missy. We wouldn't want you keeling over before the job is done."

"I'll keep that in mind," Kitty says as she is freed from the anti-mutant device. She walks toward the woman when Pete crosses his arms.

"So that's it then? You're just going to give in to them?" her former lover calls after her.

"I don't have a choice, Pete," Kitty says angrily.

"Just as I thought. You've turned coward, Pryde. Why didn't you just take the Blackbird home with everybody else?"

Kitty whirls on him. "Because I'm not the sort of person who takes the first ferry off the island the minute things get rough!" she hisses.

"No," Pete says, pointing a finger at her, "You're the sort who runs off to college and tries to pretend her old life never existed!"

Kitty's eyes widen in shock. "How dare you," she whispers.

* * *

"How _dare_ you!" Kitty storms up to Pete and swings her hand toward his cheek, but he catches her by the wrist and holds her arm tight.

They lock eyes for a fraction of a second, a final moment of consent and resolve.

Suddenly, still holding his grip on Kitty's arm, Pete uses his other hand to sweep her by the waist and pull her into deep and passionate kiss. Kitty trembles, her eyes squeezed shut, her trapped fist clenched. She lifts her free hand and presses it against his neck.

The carefully chosen angle and close proximity ensures that nobody notices her fingers briefly phase into the circuitry of his inhibitor collar, nor does anyone hear her grunt of pain, neatly muffled into Pete's lips.

They remain locked in this tense embrace for a moment, until Kitty finally shoves him away. "Creep!" she yells at him.

"Upset, Pryde?" Pete asks with a smirk. "Maybe 'cause you enjoyed it?"

The woman fans herself in appreciation of their display. "_I_ certainly did," she says.

Kitty stalks over to her and snatches the flash drive out of her hand. "Just get me out of here. I don't care what you do with him."

"Of course," the woman says. "You'll be leaving with Backlash. He has the tickets. I'd suggest not getting any cute ideas. He won't hesitate to kill you, and after that he'll submit himself to the protection of Xavier's 'sanctuary.'"

"Yeah, yeah. Let's go."

* * *

Moments later...

Kitty walks through the terminal with Backlash, looking stony. Almost robotic. "So what's the plan? Am I supposed to pretend to be your sister or bride or something?"

The muscular man rolls his eyes. "You're a wanted criminal caught inside our borders. You're being extradited. I'm an air marshal assigned to be your escort. That way, if you try anything, the authorities and bystanders will come to _my_ aid."

"You sure? To the casual observer, I think our roles might be reversed."

"Perhaps," Backlash agrees, "But I'm the one with the badge, and you're too well known to pass off anonymously forever. Just be glad you're not wearing handcuffs."

At the security checkpoint he is true to his word, showing the guards a pair of files and a badge. They accept his documents and wave him through, giving Kitty a few suspicious glares.

As they sit in the waiting area of the concourse, Kitty continues to try to engage him in light conversation. "I don't suppose we'll be traveling first class?"

"And place you in close proximity to the pilot? Dangerous sort like you? Coach will suffice."

Backlash waits until everyone else has boarded the plane before he takes Kitty to the entryway and hands over the tickets. They step onto the plane and squeeze their way to their seats in the tail section.

"I prefer the aisle," Kitty offers.

"Window," Backlash growls. "Go on."

Kitty takes her seat and gazes through the window, studying the airport, tracing it from end to end as the plane races toward takeoff.

"What's the matter, Miss Pryde?" Backlash says, noting the lines of concern written on her face. "Nothing snappy left to say?"

"Just thinking." Kitty says aimlessly.

The subject of her thoughts, however, is not shared with her captor. "Hope you know what you're doing, Pete."

* * *

"Nice work, Kitty," Pete thinks as he tries to make himself comfortable on a chair. Since Backlash's departure the remaining four agents have become more nervous, and a few keep their guns trained on him. "Not deep enough to fry the thing right away and tip them off. Not so light it can reroute itself."

Pete leans back with his hands behind his head so that he can focus without being seen. "Just a little longer."

The woman paces around the room, looking very pleased with herself. "I'm surprised you can relax," she tells Pete. "Your days of causing trouble for Black Air are over."

Pete rolls her head toward her and offers a lazy smile. "Promises, promises. You know what they say about counting chickens."

"Just a little more..." He thinks.

The woman pauses in her circuit around the room. "Confident, are we? Why set yourself up for disappointment? Your lady gave up. It's only a matter of time before you do as well."

Pete shrugs. "Let's just say that recent history tells me that siding with you lot is a losing bet."

"Almost..."

The woman checks her watch and turns to address the agents. "They should be on their way. It's time for us to make our next delivery." She stops and looks closely at Pete. "Wait-- something's wrong." She peers closer, stepping across the room to get a better look.

"Why isn't your collar—-?"

In a blink, Pete flings his arms out and fires his hot knives at the stunned agents. The bursts of pure heat hit a couple of their guns, frying their circuits and melting the barrels. One agent is struck in the arm, and he falls to the floor, clutching it in agony.

"No!" the woman yells as Pete jumps from his seat. "It's impossible!" She is so unnerved she actually falls backward on herself.

"Y'know, I think you actually believe that," Pete says as he slowly bears down on her. "Some sick part of you is convinced that your stupid plan was flawless, and the sour look on your faces when it all blows apart makes tossing you on your sorry bums all the sweeter."

The woman scoots backward along the floor, trying to get away from Pete. "What are you waiting for?!" she yells at the quartet of remaining agents. "Kill him!"

* * *

The response from the agents in the room is varied and ineffectual. The two agents who lost their guns charge Pete. The one hit in the arm curls into the fetal position and weakly groans, "Kill 'im yourself." The one agent not hit had been lounging near the back of the room and now fumbles for the pistol at his belt.

Pete launches himself at one of the agents, but at the last moment reverses direction and uses his own momentum to throw him into the path of the other agent. They collide into each other with a SMACK! and as they stumble apart Pete hooks one of them into a headlock. He aims his free hand at the agent going for his gun and fires a continuous blast of hot knives at the floor near the agent's feet.

The agent jumps and howls in panic, nearly losing the grip on his gun before realizing that all the knives missed him. He breathes a sigh of relief and raises his pistol before he notices the floor beneath him buckle. Before he can do anything else, a gaping hole materializes beneath him and he falls, screaming, to the floor below, leaving only a sizzling rim where Pete's knives had cut into the surface he had been standing on.

Pete tightens his grip on the other agent's neck and swings him around to toss him back at the agent he had just collided with a moment ago, and the second impact proves to be too much for both of them.

The woman manages to rise back to her feet and makes a mad dash for the doorway, but Pete is too swift for her. "You aren't trying to skip out on me, are you?" he says as he catches her by the scruff of the neck.

"No!" she says, looking far more helpless than before.

"Wrong, Lady!" Pete says, dragging her back. He stands over her, as imposing as an avenging angel. He wraps his hand around her throat, still gripping her from behind, and leans in so he can talk directly into her ear. "I want to know which flight Kitty's on..." he says to her. He holds his free hand in front of her face so she can see his hot knives dancing from finger to finger, like tiny fish hopping in a pond. She can hear them hiss and the glow illuminates his face to cast him in a devilish guise. "...and you're going to tell me, or I will do things you lot are too scared to even whisper about."

The woman's breaths become shallow with panic. Her eyes are wild and tears well up at the edges. "Please..." she begs.

"TELL ME!"

* * *

Kitty makes a show of studying Backlash as the plane reaches its cruising altitude. Periodically she punctuates her gaze with a strategic "Hm!" or "Hmmm-hm!" The effect on the large man takes a bit to show, but eventually he cannot disguise his snarl.

"What's so bloody fascinating?" he demands.

"Just wondering what could motivate someone like you to turn against his own kind."

Backlash lets out a derisive snort. "My own kind? I _kill_ anyone using their mutant power inside twenty feet. Do you actually think the _reason_ I can do it makes a lick of difference?"

The comment gives Kitty a fleeting hope that she might be able to get through to her captor. "None of us get to choose our power, and you're not the only one whose power is harmful to other mutants. That's why it's important to learn to control our powers whether we're happy with them or not."

"Oh, but I am happy. I was born to kill mutants, and I've embraced that. That's who I am. That's what matters to me, and if you weren't such a prat you'd realize it's what matters to you as well. Anytime a mutant shows up at your school, the first thing all of you ask about is their powers. That's why your Headmistress is kicking out all the students who got the short end on M-Day. Mutants will never be a community because the only thing you have in common is the same thing everyone has in common: an accident of birth."

Kitty crosses her arms in irritation. "Hmpf. Bet you were a cynic even before you found out what your power was."

"I'm not a cynic. I'm a realist."

"You're a madman who gets off on murder, and I'm going to stop you."

"And how, exactly do you intend to do that?"

Kitty turns to look at the window just in time to see the world tilt as the plane angles into a turn. "Right on time," she thinks. "Oh," she says casually, "With a little help from my friends."

The Captain's voice suddenly rings through the intercom. "This is your Captain speaking. We seem to have run into a slight difficulty and will need to return to Heathrow. I'd like to ask everyone to remain in their seats until we have landed. I want to assure you that there is absolutely nothing to worry about and we apologize for any inconvenience and delay this may cause."

Many groans follow this announcement, but none are as displeased as Kitty's seatmate. "Wha?" Backlash says as his head snaps forward. He shoots Kitty a savage glare. "You're behind this, aren't you? I warned you not to try anything!"

The huge man leaves his seat and withdraws a gun from its hiding place on his belt. "Now you're going to suffer the consequences!"

* * *

"Sir!" a flight attendant says when she notices Backlash. "Sir! Please return to your seat- Ahhhh!" She recoils in fear when she sees his gun.

"Air Marshal!" the bruiser yells before the passengers have a chance to react. He storms toward the front of the plane with murder clear in his eyes. People flinch from him as he rushes past, fear of the gun or respect for his announced authority preventing them from interfering.

"Can't let him get to the pilot," Kitty thinks as she launches herself into the aisle. "Not enough room to fight him hand-to-hand, and I have to convince everyone not to trust him anyway."

"He's lying!" Kitty yells as she runs after him. She reaches him just as he crosses the wall that separates coach from the rest of the plane. With no better options, she bravely leaps onto his back, locking her arms around his throat. "Look out! He's got a gun!"

The announcement is enough to tip the scales in the side of fear. The passengers now look utterly terrified and shriek every time his pistol wanders in their direction.

"Get off!" Backlash shouts, attempting to throw Kitty off. When he finds that her grip is too tight, he slams her into the overhead compartments.

"Ah!" Kitty cries in pain. Despite the brutal attack, she keeps her arms locked in place, but when he rams her up again, she feels her grip start to loosen.

Knowing he's got her, Backlash leans forward and uses his free arm to fling her at the cockpit door. She bounces, but is able to roll into it enough to prevent herself from suffering too much damage. Dazed, but mobile, she quickly rises back to her feat and braces herself against the door.

"You'll have to kill me to get past me," she tells him defiantly.

"We already covered _that_," he leers, raising the barrel of his gun.

"Eagh!" Kitty cries out in agony, though nothing seems to have happened to her. Her guts feel like they're being twisted into knots, set of fire, and then trampled on. Backlash pauses, confused, until realization dawns on him.

"You're phasing?"

* * *

Backlash glares at her with contempt. "Crazy bird. You're actually trying to protect yourself with your power?" The passengers all around him seem almost frozen in place as they regard him, and his gun, with terrified apprehension.

Kitty is unable to respond with words. She can barely stand, nearly hunched over as she braces herself against the cockpit door. Her brow already glistens with sweat and her breath is ragged. Her eyes, however, speak volumes. They lock with her adversary's in a piercing gaze of complete determination.

"Have it your way, but I'll make sure you die with the blood of a few innocents on your hands!" With that, Backlash turns his gun sideways and fires it on one of the passengers. The unfortunate target is a proper looking businesswoman who has been quaking with fear from the moment everything became chaotic. A horrified scream erupts from the entire plane in a single voice, and the expression on the target's face is one of pure shock.

The bullet flies through both her and the window behind her. It takes her, Backlash, and the rest of the plane a moment to realize it has done so without harm.

"What the--?" Backlash says.

"Not me," Kitty manages to say with a labored voice. The damage from Backlash's power, or perhaps the strain of her own actions, has caused a nasty nosebleed to start on her.

Backlash suddenly realizes that he's starting to move backwards ever-so-slowly. "Huh?" he says.

"The whole plane..." she continues.

His feet sink through the floor of the plane, and Backlash flails his arms, grasping desperately at the seats around him, but his hands pass through them as if they were nothing but air.

"...and e-everyone in it..."

Backlash moves more rapidly, and he can only be seen from the neck up as he yells, "Oh, bugger!"

"...except you."

* * *

The plane sails away with thunderous speed, rapidly becoming little more than a speck as Backlash begins his unexpected plummet from the clouds. He can only watch and scream helplessly.

* * *

Kitty collapses to the floor of the plane, coughing blood, completely spent. She can barely hold herself up on all fours as several passengers approach her to help.

With her last ounce of strength she leans herself back so that she can rest her back against the cockpit door. "Is everyone okay?" she asks weakly.

A middle aged man in a tweed suit lifts her wrist to check her pulse. "Everyone's fine. You saved us all."

Kitty's vision starts to go blurry as she tries to focus on the man. A trickle of blood creeps down her chin as she struggles to keep her eyes open.

She's barely lucid by this point, but manages to say, "Need to... tell P..."

"Shh," the man tells her, though he sounds like he's miles away. "I'm a doctor..."

The world goes black before she can hear what else he has to say.

The darkness is comforting. No unpleasant images or voices intrude upon it. It is nothing more than a simple emptiness. There isn't even a sense of time.

But it does not last forever.

The darkness begins to yield, and vague shapes move into her vision.

"Uhnnn."

One of the shapes moves closer. "Pryde?" a familiar voice says. "You awake, Kitty?"

Kitty blinks a few times to clear her head and smiles when she recognizes Pete hovering over her.

"I did something new with my powers today," she says dreamily.

"Put yourself in the hospital is what you did," Pete gruffs a bit. "And that was two days ago."

"Everything's so blurry," Kitty yawns. She feels herself becoming more alert with each breath.

"Hang on," Pete says and slides something onto her face. "Found these in your pack." As her vision clears, she realizes that he has put her round spectacles on her. "Better?"

Pete's expression softens again. "I brought you some flowers," he says, brandishing a bouquet.

Kitty glances about her hospital room and sees that it is filled with vases overflowing with an abundance of flowers. Dangling get well cards show that they are from various X-Men, the Braddocks, the crew and passengers of the plane she saved, and even one signed by her students Warren, Scott, Ben and Alana. Next to Alana's signature is a cartoon drawing of a smiling kitten face.

"'Course, I wasn't the only one."

* * *

A sudden flapping announces the presence of another friend in the room. Lockheed the dragon maneuvers himself strategically so that he is between Pete and Kitty and can hog all her attention. He hovers next to her, cooing with genuine concern.

"Lockheed!" Kitty says, still weak but very delighted.

"He came with the flowers," Pete says wryly. "Seems he'd just arrived at the mansion when they got the news. He was going to turn right around and come back until everyone convinced him it'd be faster to ride in the Blackbird. He hasn't left your side since. Still hates me, too."

"Hsss!" Lockheed tosses over his wing.

"Same to you," Pete taunts.

"Boys! Be nice!" Kitty laughs in a tired way and then gives Pete a more serious look. "The plane?"

"You saved 'em, Pryde. Captain says you're a hero. Says he's never seen anything like it. Leave it to you to worry about them, first." He tries to seem light, but his expression slowly darkens.

"How bad-?"

"You took a beating all right. Another few seconds and you might have died."

"-Should see the other guy," Kitty says sleepily.

"_Luckily_," he stresses, "most of the internal damage was minor, and the doctors say you'll be back on your feet in a day or two." He pauses a moment. "Speaking of healing up, how about we keep that whole kissing thing between us, all right? If word of that gets back to yer boyfriend..." he leaves the rest hanging.

Kitty manages a small shrug. "It was just to fool the bad guys, right?"

"Yeah... Sure."

Lockheed flies back to the stand next to the bed, seeming to sense the moment growing between the two.

Pete looks at her, torn by all the things he wants to say, and unsure where he should start, or even if he should start. Finally, Kitty solves the problem by reaching out to take one of his hands and saying, "What is it?"

Pete doesn't answer for a second as he chooses his words. "Just wondering... Do you remember after Dream Nails, when I asked if you wanted to run off and lead a life of crime with me?"

A look of confusion crosses the young woman's eyes. "What?"

Pete puts a hand behind his head, feeling awkward. "Ever wonder- how things would be different if you'd said yes?"

Kitty manages a slow grin. "Silly git..." She can feel herself starting to slip back into a restful slumber as tubes she's hooked to pump a new stream of drugs. Sleep manages to overtake her, but not before she finishes saying one last thing.

"Sometimes... sometimes..."

Next: Chicken Soup for the Young Mutant's Soul!

* * *

Notes:

This story takes place after New Excalibur #3.

The break-up between Kitty and Pete Wisdom made a lot of people unhappy. The same holds true for the break-up between Kitty and Peter, but they remained on the same team, and were able to reach a new understanding that allowed them to remain teammates and friends. This was my attempt to give Kitty and Pete a way to reach a similar understanding. I don't have any personal feelings about who Kitty "belongs" with, but Pete _was_ a major part of Kitty's life and it would be disrespectful to her if I tried to ignore that.

A side note about Issue 2- The scene in the cocktail bar is based on a real life experience. My wife and I accidentally stumpled into such a place while walking to a wedding. I happened to be the one blissfully unware of where we had found ourselves until my eyes fell on the stage with the pole rising from it. Fortunately nobody was dancing at the time.


	4. Chicken Soup for the Young Mutant's Soul

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 4, February 2006

Cover image: Kitty, looking weak and disheveled, bravely shields Warren Epps with her body while confronting a team of ominous figures in the shadows. They are inside, backing toward a window that clearly shows it to be late at night. The light of a full moon illuminates the entire scene in an eerie cast. Warren looks fearful, while Kitty seems angry and determined. Above them is Lockheed, who is building up a wave of fire breath to shoot at their attackers. At the bottom of the page are the words "(Yet Another) Invasion at Xavier's!"

* * *

--Memo from Colonel Nick Fury, commander of S.H.I.E.L.D. Global Security to Kitty Pryde, Xavier institute. I just finished speaking to the little runt. He insists on being a pain, but it's good to know he's back where he belongs.-- 

It is the dead of night. A modest building rising six stories lies quietly nestled amongst the taller structures next to it. The brick, steel and concrete show signs of old world and modern architecture. It is an edifice that has been worked on fairly often over the years, with a little bit added and a little bit taken away each time. An unassuming sign next to the front entrance proclaims it to be "Zeppo Studios."

--I'm finally out of that damn sling, and I should be completely recovered by the time we have the christening ceremony for the new Hellicarrier. Consider yourself officially invited, Dollface.--

A large SUV pulls in front of the building and five shadowy figures climb out and rush for the entrance. They are dressed from head to toe in black and carry large sacks over their shoulders.

--Relax. If you can make it, I promise not to hound you about coming back on with us for real. Even though you were a great temp agent and could go far if you wanted to. Just a thought."--

From inside the doors erupt in a small explosion, surprising two lean security guards. The quintet in black rush through the smoke and rubble and one of them points a large round spray can at the guards, unloading a cloud of gas into their faces. The uniformed men both collapse, unconscious, to the floor.

--I also wanted to give you a heads up on something that might cause you some problems down the road. Remember that disk your friend stole from Richards at the start?--

Two of the men pull sophisticated equipment out of their packs and assemble them into something that resembles a soundboard. The others rush to every corner on the top and bottom floors and fasten blinking pod devices to the walls.

--Not everything on there is as devastating as that device A.I.M. was trying to build or that bomb that was used to threaten your friend and the school. Thing is, there were literally thousands of ideas on it, and who knows how many of the 'less lethal' ones were sold to the highest bidder after HYDRA got them?--

A readout on the control board shows a series of numbers on one side and a countdown on the other. The counter reaches zero and the entire building is enveloped in an intense white light.

--I'm just saying be careful out there. Even the most mundane device on that disk could become a major headache in the hands of some psycho.--

The light fades away, and all that is left is an empty lot.

* * *

The walls of the dim hallway are lined with strange panels and devices. It could be the center of an alien spacecraft, or the command center of some secret government test lab. The walls are mostly grey, and are eerily clean. Other than a few blinking lights and monitor displays the place seems dead. 

"Hff. Hff."

Faint signs of life glimmer in the distance. The voice is ragged and weak, like a wounded animal.

"Uhnnn..."

A trio of shadows emerge from behind a corner, approaching the source of the noise. "This way," a voice says ominously.

"She won't escape this time," responds another.

Deeper inside the complex, the soft glow of an active computer monitor brightens a tiny office, where Kitty Pryde sits, shoulders limp with exhaustion, typing frantically at the keyboard in front of her. "Just a little longer..." she breathes.

"There you are," someone says from behind.

Kitty turns, her eyes wide with alarm. Her face is pallid and coated in sweat. "N-no!" she cries as she bolts from her seat. Her legs are unsteady and her lank hair disrupts her vision, but she flees to the back of the room, only to collide with the sleek metal wall.

She turns and braces her back against the wall, glaring up at the approaching figures. She raises one hand in a warding gesture.

"S-stay back!" she says fearfully. "Don't come any closer!"

"It's no use," one of her stalkers informs her. "Now open wide and this will all be over before you know it."

Kitty clenches her eyes shut and her lips part as she braces herself for the horrible fate that awaits her.

* * *

The spoon slips into her mouth, and the foul tasting medicine with it. 

"Ewwwwwwww."

"Really Katzchen, must you always be so dramatic?" Kurt Wagner says as he holds the spoon long enough to make sure she swallows. Standing on either side of the furry blue mutant are Emma Frost and Rachel Grey. While normally the two women do not get along, in this they are unified as they watch the spectacle with mild amusement.

Stan Lee does not present

**Chicken Soup for the Young Mutant's Soul

* * *

**

"Honestly, Kitty," Emma Frost sniffs, "why do you insist on sneaking off like this when you should be resting in your bed?"

Kitty tries to suppress a quiet cough as the spoon is withdrawn. "Because I have things to do," she informs the Headmistress, "It's bad enough you're leaving me behind. I'm not even tha- ahh-- AH-CHOOO!!!"

Rachel offers her a tissue. "Give it up, Kitty. I haven't seen you this bad since our first week at the lighthouse."

"Traitor," Kitty grumbles at her best friend. She accepts the tissue however and blows her nose with it.

Kurt proceeds to dab at her forehead with a washcloth. "She is just concerned about you," he assures Kitty. "Whatever it is you were doing can wait, and with half the school down with the same cold, you should be setting a better example."

"As long as I do my research in a place that's off limits to students, who's to know I'm not cooped up in my room like everyone else?"

Kurt wags the tip of his tail at her as if it were a scolding finger. Rachel places her hands on her hips and glowers. Emma's response is the most understated. A simple arching of one eyebrow.

"Dr. McCoy's orders--" the former White Queen begins.

"Recommendation," Kitty corrects

"_orders_ are for bedrest, and they apply to you as much as anyone else. If you feel compelled to ignore even him, you must be working on something quite important. I don't suppose you'd care to tell me what it is?"

"It's private," Kitty says without hesitation.

"Then it can wait," Emma concludes. "Go back to bed and stay there. It pains me to see you like this and I want you feeling better as soon as possible."

Kitty and Rachel stare at her in disbelief for a moment. "Was that… concern?" the redhead asks, followed by Kitty's "Are you sure you're feeling well yourself?

"Don't be absurd," Emma chides them. "I'm referring of course to your appearance on that morning show in two days. It simply won't do to have 'The Face of the X-Men' looking like something out of a Japanese horror movie on live television."

The three of them pause to study Kitty, whose limp hair hangs over her face in a decidedly unflattering way. "Ha-ha. You're hilarious."

"All right, Katzchen, to bed with you," Kurt tells her as he takes her hand with gentlemanly flair. "Pardon us!" He and Kitty vanish in a puff of purplish smoke, while Emma and Rachel recoil from the rank smell of brimstone his teleportation power produces.

* * *

They reappear the next instant in the room Kitty shares with Rachel. "Who does she think she's kidding?" Kitty grumbles as she puts a hand on the footboard of her bed. "If she was so damn worried about what I might look like on television she'd –cough- just have Elixer patch me up." 

Lockheed, who had been lying at the foot of the bed, flies up and curls himself around Kitty's neck.

Kurt sighs. "Joshua's sick as well, Katzchen, and even if he wasn't we can't go running to the students every time we want something their power is suited for. It'd be like asking me to take people up and down the stairs."

Kitty manages an evil smirk. "You mean the way you did just now?"

The blue furred mutant frowns with disapproval at the remark. "Such backtalk. Why must you be so difficult when you're feeling under the weather?"

"Easy for you to say! I don't think I've ever seen you get sick."

"Ja. That may be true," Kurt concedes as he places a hand to his chin in a gesture of thought, "but I have died a time or two, so it all balances out."

Kitty is taken surprise by his comment and suffers a coughing fit that is half restrained laughter. She sits on her bed to steady herself. "Okay, I give. I give."

"That's better," Kurt says, looking satisfied. "Most of us should be back by morning." He bamfs away in another puff of smoke, but returns a second later. "One question, if I may be so bold?"

"Yeah?" Kitty says as she pulls the covers to her bed down.

"What _were_ you researching there in the basement?"

"Heh," Kitty says, savoring the momentary advantage. "Maybe I'll tell you in the morning."

Kurt dips forward into a graceful bow, "Well then, until morning--" A final burst of brimstone, and again he is gone.

Kitty crawls into her bed, looking utterly spent. "I am pretty tired," she confesses in her thoughts. Lockheed finds a cozy spot near her feet and immediately drifts off. Kitty reaches out to the lamp on her nightstand and clicks it off as her thoughts continue. "Hate to be so mysterious, fuzzy-elf, but I can't exactly tell anyone what I'm investigating until I've got more evidence. Otherwise I'll just end up looking paranoid, or worse, crazy..."

A moment later she is asleep and there is nothing but darkness.

Somewhere in the distance, a lone figure watches the Blackbird fly away from the mansion.

"They're clear. Let's move in."

* * *

Kitty is jolted awake by the heavy keening of a violent guitar solo. "-an attack?!?" she thinks as she flings herself out of the bed. "It sounds like it's coming from the mansion's com system!" She glances out her window and notices a pair of ONE sentinels moving erratically. 

"Outside, too?" she thinks, wincing from the headache the blaring sound is piling on top of the headache she went to sleep with. She staggers to the window and slides it open, only to nearly be knocked back by the sudden appearance of another sentinel that is loudly broadcasting the same music playing over the intercom.

"Halt!" a loud voice demands from inside the sentinel.

"Megaphones?" Kitty thinks. She lifts her hand to block out the floodlight projected through her window by the sentinel's palm. "Get that flamin' light outta my face!" she yells at the offending mech.

"What's going on in there?" the pilot yells, ignoring her command. "Our com systems are being jammed. Whoever is responsible is ordered to cease and desist immediately!"

"How should I know what's going on?" Kitty shoots back.

"I'm sending in a team," the pilot tells her.

"Don't you dare!" Kitty yells, directing a stern finger toward the sentinel's torso. "I've got a school full of sick students in here who need their rest! _I'll_ check it out and I'm warning you, if a single one of you goons barges in I will climb up inside that precious tinker toy and show you what 'Threat Level: Severe' really means!"

The pilot does not respond, and Kitty thinks, "He's probably checking my file to see if he should take my threat seriously."

A moment later, the sentinel shuts off its light and grudgingly lowers the hand. "Make it quick, Miss Pryde," the pilot tells her.

* * *

The halls of the school are filled with bleary-eyed students who are confused, annoyed and possibly a little frightened by the unexpected broadcast. The one least concerned seems to be X-23, who stands next to her fully garbed roommate, Dust. Hellion and Surge, on the other hand, appear the most annoyed. 

"Ah, man, why'd it have to change to Country?" Rockslide complains.

Kitty steps into the hall and looks through bleary eyes and limp hair at everyone milling about.

"Did someone watch a cursed video last week?" Hellion snorts as he nudges Cessily Kincaid, the student known as Mercury. She returns the favor, but forcefully and with the intent to silence him.

"That's not a student, Julian," she hisses under her breath. "That's Miss Pryde!"

It's too late, however, for he has managed to gain her attention. Kitty walks up to him, feet dragging slightly and says, "Julian Keller, is it?" in a strained but clear voice.

Hellion draws himself to his full height so he can face her more easily. "Yeah?"

"You're Emma's favorite student, right?"

"What of it?" he responds, trying to sound menacing.

The other students turn to watch the confrontation with obvious interest. "This ought to be good," Noriko whispers to X-23. Everyone hangs on the moment, eager to see how Kitty will handle his challenge.

"Good. You're in charge."

"I don't have to-- Huh?" Hellion says.

Kitty resumes her journey down the hall. "I can't have everyone getting underfoot while I deal with this," she says, referring to the broadcast, which has suddenly changed to coverage of a football game. "I'd be very impressed if you can get everyone back in their rooms before I return. Think you can handle that, tough guy?"

The others' faces immediately sink, robbed of the showdown they had been hoping for. Hellion, on the other hand, looks like he's just been given a gold star.

Lockheed zips through the air to catch up with Kitty and utters a questioning, "CooOOoo?"

"I'll be fine, dragon," she quietly assures him. "Can you keep an eye on the kid, make sure he does a good job and stuff him in his room if he doesn't do it on his own?"

"Yah!"

"Thanks, Lockheed." She continues down the hall while the little purple dragon veers off.

"Miss Pryde?" a voice calls from behind. She turns and sees Ben Rice hurrying toward her. "I think I know what's causing it!"

* * *

"Warren?" 

Inside the room, Warren Epps sits on the edge of his bed, clutching a tissue and looking thoroughly distraught. He sees Kitty walk in and shoots Ben a hate-filled stare before bursting into tears. "I don't know what I'm doing!" he wails, "And I don't know how to make it stop!" He sneezes violently into the tissue and the intercom immediately switches to something that sounds like a fifties gangster film.

Her own misery is pushed aside as Kitty approaches him with genuine concern. She drapes an arm around his shoulder and coos soothingly. "It's all right, Warren. I'm here to help you," she tells him.

"He seems to change frequencies in direct proportion to the intensity and manner of his sneezes," Ben tells her helpfully. "In precise terms, the jump in Hertz is-"

"Go to Lightfoot's room, Ben," Kitty orders gently.

Ben is quick to protest. "But it might help if you knew the degree of what's happening, Miss Pryde," he tells her.

"I'll know where you are if that happens," she tells him over her shoulder. She turns back to Warren and looks him in the eyes. "For now, I need to help Warren focus, okay? Don't worry, we'll be fine."

Ben nods his head reluctantly and leaves the room, shutting the door behind him.

Kitty kneels in front of Warren and places her hands on his shoulders to steady him before his tears turn into quaking sobs. "Warren, look at me," she tells him until he locks eyes with hers. "Now, I know it can be hard to control your power when you're sick, especially when it's doing something new. It can be a little scary, just like the first time you discovered your powers. What I want you to focus on is what you _do_ know. Concentrate on how you've always used your power up to now and do that. Are you ready?"

Warren nervously licks his lips. "What if it doesn't work?"

"You've had the hiccups before, right?" Kitty explains patiently. "It can make talking a little harder, but you can still talk. This is just like that." She gives him a warm smile and Warren blushes. "Now go on and do your thing."

The young teen squints his eyes and reaches out with his power, seizing the airwaves that are already coursing through him. Just as his teacher had predicted, he feels the connection as soon as it's established and absorbs them in a manner much like a sunbather absorbs the rays of our nearest star. His mouth opens and allows the broadcast to emerge from his throat, which works like an organic loudspeaker. To the relief of both of them, the intercom system falls silent.

Kitty heaves a sigh. "Good work, kid. I knew you could do it," she tells Warren, using one hand to muss his hair.

Warren does not respond, but a goofy, slightly embarrassed grin creeps across his face. He suddenly sneezes again and the broadcast changes to a blues station.

"Well, at least the worst is over," Kitty says with a cough as she inspects him.

Outside and unseen, a pair of men in padded, dark clothing scan the grounds with night vision goggles. The focus is primarily on the ONE sentinels. One of them tips the speaker bud attached to his faceplate and says, "Start the attack."

* * *

The ONE sentinels have stationed themselves at strategic points on the grounds. All around them, the 198 are milling about, wide awake after the ruckus caused by Shortwave's power. Even for robots, the sentinels seem tense. 

\Report.\

\No further disturbances on this unit. Looks like it really was just some fluke.\

\This is what I hate about guarding mutants. Even when it's just an accident, they still end up causing more trouble than most people do on-- Hey, do you see that?\

As one, the attention of the sentinels shifts to the edge of the institute grounds. There, standing in a demure, yet alluring pose is a sentinel with an immense blue bow on the back of its head and a ridiculous metal dress hooked around its waist. A soft purplish glow surrounds it.

\Yoo-hoo! Oh boysssss!\

\--the Hell?\

\Freeze!\ one of the pilots yells, and the sentinel that he's in levels an arm at the new arrival. \Identify yourself... whatever you are!\

At that moment, lone figures hiding behind bushes and trees at the sentinels' feet spring into action. They dash past them in dark blurs of motion and slap hand-sized devices to the steel boots. Glowing red tentacles, like the lines of a circuit board, erupt from the contact points and snake their way up the legs.

\What?!?\ a pilot manages before his sentinel trembles violently. The other sentinels follow suit. \What's going on?!\

The girl sentinel tilts her head to one side and says, \Isn't it obvious? Well I'll tell you half the story: I'm a hologram! You'll figure the rest out soon enough.\ With that, she blows them a kiss and winks out of existence.

One of the sentinels lifts its arms and places its hands flat across its eyes.

\What are you doing?!\

\I'm not! Nothing's responding! It's acting on its own!\

Another sentinel moves, placing its hands over the sides of its head, while another crosses them over its mouth. \Something's overridden the controls!\

\Send a ground team out there! Find out who's doing this and stop them! And somebody get Reyes and Cooper!\

The final sentinel lowers its arms, crossing its hands just below the waist.

\Ah, crap.\

* * *

Warren is seated at the kitchen table, where Kitty sets a steaming bowl of soup in front of him. 

"Chicken noodle," Kitty proclaims. "Fresh from the microwave. When in doubt, always go with the classics." She takes a seat across from him with a bowl of her own.

For the moment, at least, Warren's broadcasts have stopped.

The fourteen-year-old dips his spoon into the cloudy broth. "Thanks," he says quietly.

"Don't mention it," Kitty says with a cough. "Us mutants with colds have to stick together, right?"

Warren holds his spoon in front and blows at the soup to cool it. "Do you really think that's why my powers started doing something new?"

Kitty nods. "New ways of using a power often manifest during moments when the body or mind is stressed, and mutants who control elements, energies or forces are rarely limited to the first talent they exhibit. I'm sure with a little creativity and a lot of practice you'll find all sorts of ways to use your power."

The boy's eyes practically sparkle at Kitty's claim. "I wanted to call myself 'Jukebox' when I enrolled, but Miss Frost didn't think it reflected my powers well enough."

"Hm," Kitty says into a spoonful of her soup to avoid saying what she really thinks of Emma. "So, how did you find out? That you're a mutant, I mean. If you don't mind my asking."

Warren sniffs uncomfortably. "It's kinda embarrassing," he says reluctantly.

"Sorry," Kitty says as she grabs for a tissue from the box in the middle of the table. "Didn't mean to pry."

"No, it's okay," Warren assures her. "I mean, you're a teacher, so you're not allowed to laugh, right?"

Kitty smiles and holds up a hand. "Scout's honor," she says with mock solemnity.

Warren returns the smile, looking more relaxed. "Well, all right."

o o o

_His thoughts trail back to his early childhood. He is in a playground, standing on a tire swing that is at the peak of its rise. Hanging from his neck is a blanket that has been tied to resemble a cape. The little boy is looking toward the ground with a thrilled expression._

"I always knew I was a mutant. Even when I was little. The only thing I didn't know was what kind of mutant I was."

_His memories shift to himself struggling to pick up a rock that is almost as large as himself. His eyes are pressed shut and his teeth are bared in a fierce snarl. The boulder appears not to care._

"I practiced all the time so that when I got my powers I'd be really good at them. Mom was always nice about it, but she had to get me out of trouble a lot..."

_His next memory is of himself at the top of a rock climbing wall, clinging to it in terror and looking down at his mother, who is calling up to him._

"…A whole lot, actually. I knew there were people who didn't like mutants, but I didn't have much of a problem with it. I was bigger than most of the other kids, and I had a lot of friends who let me decide what games we should play."

_He is only slightly younger than now, sitting on the passenger side of a black SUV that his mom is driving. His mom reaches over and changes the radio station._

"_Mom!" he yells in protest._

"_My show's coming on, Sport. You know the rule."_

"_But that's my favorite song!"_

_His mother sighs. "They'll play it again, Warren."_

"_But I want to hear it now!"_

_Warren's shoots her a nasty look and screws up his face in concentration._

"And that's when it happened."

_With a look of utter shock, Warren's mouth gapes wide and the song he had been listening to comes pouring out. His mother glances at him in surprise, but her hands remain on the wheel._

_He slaps both hands over his mouth to contain the music, but a little of it still bleeds through._

_An impish grin spreads over his mom's face. "Ha! Guess we finally found out what your mutant power is!"

* * *

_

At the kitchen table, Kitty is staring at Warren, looking slightly dumbfounded. "She… took it pretty well," Kitty says with a swallow.

"Too well," Warren moans. "I asked her to send me here as soon as I figured out how to turn it off, but she said 'No way' forever. She didn't think anybody would be scared of me, since my power couldn't hurt anyone, and she was afraid of me getting hurt because of all the enemies the X-Men have."

"I hate to say it," Kitty says, "but she had a point. At least about the last part. So what changed her mind?"

Warren grabs a tissue. "M-Day," he says a bit sadly. "With all the attention mutants were getting from the government after most of us lost our powers, she decided to ah-ah-Ah-AH-CHOO!!"

He hurls his nose at the tissue, sneezing violently, and when he lifts his face a clear and disturbing transmission comes from his mouth.

\--status?\

\Second floor sweep is complete. The gas will have everyone out for at least an hour, and the sentinels--\

Warren shuts the signal down and Kitty looks at him in alarm. "Warren, wait!" she says.

"What's wrong?" he asks. "I was just--"

"I need you to find that frequency again." Kitty carefully sets her spoon down and walks over to his side of the table. "Can you do that, and maybe lower the volume slightly?"

"That sounded like a live transmission," Kitty thinks, "and if they were talking about here..."

Warren gives her a doubtful look. "I-I'll try," he says.

A moment later he opens his mouth and the sounds of the transmission return.

\--I think there might be someone in the kitchen.\

Kitty and Warren hear the next words and their eyes widen in horror.

\Go check it out.\

* * *

"Hide," Kitty says quietly but with unmistakable urgency. Warren immediately cuts the transmission and they both abandon their seats. 

))Cuckoos!(( Kitty sends mentally. ))Phoebe, Celeste, Mindee! Wake up!(( "They're not answering," she thinks. "All the kids… The school's under attack and none of the X-Men will be back for hours!"

They both look around for likely hiding spots. On the way Kitty pauses to grab a large cast iron pan.

Warren hurries over to the back and burrows his way into a cabinet under the counters. He looks to Kitty for approval before quietly shutting the door behind him. Kitty has found her own spot next to the door stop. She has her back pressed firmly against the wall and is clutching the pan with both hands, ready to strike.

Kitty's eyes are pressed shut and her throat constricts as she tracks the heavy sound of approaching boots.

"Don'tcough-don'tcough-don'tcough."

The tips of two boots stop at the edge of the doorway. "Nobody's here," someone says. His voice is slightly muffled, as if speaking through a mask.

"You're wrong," another voice says with authority. "There's steam rising from the soup over there. Gas the place."

"You got it."

Kitty chews her lower lip. "Hold your breath, Warren!" she thinks.

A gloved hand reaches into the room, clutching a thin silver canister. The spray control is pressed, but all that comes out is a blast of air with a "pffffttt!!"

The figure standing in the doorway turns toward his companion. They are both cloaked in dark riot gear and wear military style gas masks. "Huh. Guess we used it all upstairs."

He has barely finished speaking when Kitty strikes. She flings herself around, using the weight of the pan to add to her momentum, and smashes the cooking implement full in the man's face.

SMACK!!

The impact knocks the intruder several feet back. His mask cracks open and he falls to the ground in intense pain.

"Holy--!" his companion blurts.

"Ohhhwwaaiiieee" is all the other one can say.

\Backup!\ the one left standing cries urgently into his mouthpiece. "We need backup! Urk!\

Kitty hurls herself at the second man, driving her shoulder into him. WAM! "Gotta do this quickly," Kitty thinks. "The headache's back and- uaghhh, I _hate_ being sick."

The two of them fall to the floor together. Kitty is the first to her feet.

"Warren, RUN!"

* * *

Two more intruders arrive just as the man Kitty tackled is picking himself up. "Grab her!" one of them yells. 

Kitty assumes a battle stance, but her feet are unsteady and she looks horribly uncomfortable. The effect makes her seem tiny compared to the men she is confronting. _"Hello, God..."_ she thinks.

One of the agents lumbers forward with his arms thrown out. In a fluid motion Kitty ducks under and slams her elbow into his gut. The impact doubles him over and knocks his breath out. "Hrkkkkkkk!!"

_"...if I could trouble you for just one small favor..."_

Another agent grabs her from behind, wrapping his arms around her. Kitty throws her head back, bashing his jaw ("Ow!") and then savagely stomping on his foot with her heel ("Aii!"). The jolts of pain are enough to loosen his grip and Kitty tears free.

_"...please make my stomach stop doing somersaults..."_

Kitty charges toward another, with her fists at the ready, but a sudden look of alarm crosses her face. She pitches forward and drops to her hands and knees.

"BLEARGGGGGHHHHHH!!!"

The man she had been planning to attack recoils slightly from Kitty's unexpected assault. The others, however, waste no time in seizing the opportunity to grapple her away. By the time they've hauled her off the floor, all the fight is drained out of her.

_"...Right, so you'll get back to me on that, then?"_

"We've got her," one of them says with apparent relief.

"Let her go!" Warren shouts from the door.

* * *

"Warren, No!" Kitty shouts. "I could phase, if I could only focus!" she thinks as she strains against her captors to no effect. 

The boy ignores her warning and hurls himself at the men. He does not get very far. They're ready for him. The one not busy with his teacher steps aside and snags him as he passes by.

"Gotcha!" the man yells. Warren kicks and struggles in classic kid fashion, and the agent has to brace himself just to keep his grip. "Hey! Stop squirmin'!" the man yells, to no effect whatsoever.

\The situation is now under control. Just a couple of students who got the midnight munchies.\ one of them reports.

\Gas 'em,\ they hear someone respond through his helmet's small speaker.

\We used all the gas upstairs.\

The speaker is silent for a moment. \We don't have time for this. Find a room, lock them in and make sure they don't break out.\

"You heard the man." The three of them attempt to march their captives back into the kitchen, but Kitty and Warren continue to make nuisances out of themselves. Despite both being weak from their illness, they manage to turn the journey back to the kitchen into a wrestling match that ends at the doorway, as they brace their feet against the frame every time they try to move further in.

"This is like trying to get a cat into a pet carrier!" one of the agents grumbles.

The one who seems to be in charge in this particular group gives Kitty a little shake and says, "Hey, listen! I don't want to hurt you two, okay? That's not the job, but so help me, if you kids don't settle down I will cut off one of the boy's fingers!"

Kitty looks outraged at the threat. "He's just a child!"

"Exactly. I need you _both_ to calm down, and I'm not going to get that by threatening to hurt _you_. So what's it going to be?"

Kitty nervously chews on her lower lip. "I don't have much of a choice," she thinks, "and it will give me a chance to think of a plan."

Warren also heard the threat, but is still struggling. "No! No! No!"

"Warren!" Kitty barks at him. "Stop it!"

The boy looks at her desperately. "But M-"

"No!" Kitty cuts him off before he can address her by her title. "Remember what the man said. We're just a couple of students, right? We can't beat these trained men."

The words have the desired effect. Warren gives Kitty a studied look and nods slowly. His body sags a bit as he ceases his struggles.

In short order they are brought into the kitchen and then the pantry, where they are dumped among the cans, boxes of food and other knick-knacks stored on the shelves to either side. "Now stay there," the leader says before shutting them inside. "Make sure they don't get out," they hear him tell one of the others, and fading footfalls follow.

* * *

Kitty moves to the back and is overwhelmed by another coughing fit. Warren hurries over to check on her. "Are you all right, Miss Pryde?" he asks with a slight sniffle. 

"I just need a moment," Kitty wheezes. "The whole school... All the students are in danger," she thinks, "and I can barely go two minutes without coughing or sneezing. But there _isn't_ anyone else to stop these guys. Why isn't ONE doing anything?"

Elsewhere, on the school grounds, the sentinels are side-by-side, arms locked around each others' shoulders, feet kicking in synch while can-can music plays over their speakers. The mutants of the 198 have gathered a safe distance from them and are hollering jeers and encouragement as they enjoy the show.

\Colonel Reyes is not gonna like this, is he?\

\Shut up.\

Back in the pantry, Warren sits on his knees and tries to be patient as he watches his teacher. "Miss Pryde?"

Kitty tries to give him a reassuring smile. "Hey, we're going to get out of this, okay?" She hikes a thumb at herself. "Don't forget what I do. This place can't hold me."

"Are my friends going to be okay?" he asks tentatively.

Resisting the urge to wince at his question, Kitty places a hand on his shoulder. "That's what you're going to help me make sure of."

Warren's breath catches. "I-I am?"

"Of course," Kitty tells him. Dropping her hand, she presses herself against the back wall. "First things first, though. I'm just going to phase through for a moment to check things ou-ough-ah...

"CHOO!!"

For a moment, the world becomes nothing but a set of empty pajamas flying in the air. Half a hair of a second later there is a desperate flurry of movement, and Kitty is huddled in the back of the pantry, clutching her clothing tightly against her skin. She stares daggers at Warren and her voice becomes pure acid.

"You. Didn't. See. _Anything._"

Warren's eyes seem to have become as wide as saucers and his face has taken the shade of an overripe tomato. "N-no Miss Pryde! N-nothing!" He sees the demand in Kitty's eyes and obediently faces the door without being asked. In the back of his mind he thinks. "I am the luckiest kid in the world!"

* * *

"Okay, you can turn around now." 

Warren does as instructed and sees that Kitty is once again clad in her sleepwear. She still seems a bit self conscious, but does her best to disguise it.

"Sorry I went all Linda Blair on you," Kitty apologizes. "I probably should have handled that better."

"That's okay," Warren tells her. "You're still not as scary as Mr. Logan."

"She knows 'The Exorcist?'" the boy thinks. "She just gained, like, three 'cool' points!"

Kitty makes a sound that is half laugh, half chuckle. "Yeah, he sometimes has that effect on people." She looks around thoughtfully. "Especially during pop quizzes."

"How are we going to get out?" Warren asks, sounding worried.

Kitty starts to scan the shelves, tracing her fingers along the bags and cans near the edge. "I was thinking a pop quiz."

What little color is left drains out of Warren's face. "Serious?"

"Don't worry," she smiles. "It'll be open book. It's just, phasing our way out of here is officially off the table, so I'd like to see if we can do a few things with your powers in order to swing something a bit more old fashioned."

Warren's interest perks at the direction Kitty's plan is taking. "Like what?"

Kitty grabs a couple of large cans labeled "Baked Beans." She hefts one of them to test its weight.

"An ambush."

"Cool!" Warren brightens. "Should I pretend to be sick?"

Kitty gives him a long, reproachful look.

"Oh, yeah," the boy says sheepishly. "So how _are_ we gonna lure him inside?"

Kitty hands him one of the cans and resumes rooting around the pantry. "We'll start with a little science experiment. Did you know that you can build a simple radio transmitter out of a few ordinary household objects?"

* * *

The situation outside has shown no improvement. The sentinels are now engaged in a clunky game of leapfrog of massive proportions. The 198 are still enjoying the show, but have moved back to a safer distance. The air is filled with their laughter. 

Inside the mansion, the man standing outside the pantry receives an unexpected transmission. \The prisoners have escaped!\

The man cups a hand against his helmet. \What was that?\

There is a heavy burst of static, and the message is repeated. \I said the prisoners have escaped! Did you leave your post?\

\I've been here the whole time!\ the man protests. \You must have found some other kids!\

The static returns, a steady, loud KRCHHHHHHHHH.

\You're breaking up. Say again?\

\...make sure. Go in there and check. Go in there and check!\

\All right, stop riding me!\ He turns and reaches for the doorknob.

"Sheesh. Who do those guys think they are, bossing me around?"

The man does not notice a small figure watching him from the top of the fridge. It is mostly concealed by the shadows, but there is enough exposed to reveal a pair of eyes, a toothy snout and the tip of a small wing.

"Things like that really burn me up."

"He's coming in," Warren whispers from his station near the door. The doorknob shakes a bit as it is jiggled from the other side.

Kitty sets down the crude device she had been speaking into and prepares her bean can weapons. "Perfect! As I thought, all I had to do was slap together this transmitter and have Warren re-direct the signal to their communicators. Common Household Science: One, Bad Guys: Zero."

The movement of the doorknob becomes violent and pronounced. "Whoa, he really wants in," Warren remarks.

A look of alarm crosses Kitty's face and at the last moment she says, "Warren, get back!"

The boy does as he's told just in time. The door bursts open and the man runs in, screaming, while a jet of flame roasts him from behind. "Getimoffme! Getimoffme!" the man yells as he falls against the back wall.

"Lockheed!" Kitty squeals with delight as she recognizes her companion. "You found us!" The small alien dragon hovers at the door, ready to continue punishing the man who had been guarding it.

"Grrrr."

"Miss Pryde?" Warren says, pointing at the intruder huddled at the back of the pantry.

"Hm? Oh, right." With that, Kitty chucks her can at the man, clocking him square in the head with a THUD! He obligingly sags over, unconscious.

* * *

"Nice work, Shortwave!" Kitty says, and Warren beams under both the praise and the use of his codename. 

"Now what?" he asks eagerly.

Kitty quickly becomes all business. "We need information. I want to know if the kids are safe, I want to know who these people are and what they're planning, and I _especially_ want to know..." Kitty storms out of the kitchen with Lockheed and Warren close behind

"...why our 'guardians' are sleeping on the job."

When Kitty reaches a window she pulls open the curtains and peers outside. Her jaw immediately drops in shock.

The sentinels are sitting in a circle, cross-legged, playing patty-cake. Each time their palms slap against each other it makes a THOOM! sound.

From her vantage at the window, Kitty quietly says, "I think I'm going to cry."

Not much later...

Kitty, Warren and Lockheed are huddled in a small room in an unoccupied corner of the mansion. "Okay, we should be able to talk in here without being noticed. It's time we did a little eavesdropping. Warren?"

The young teen nods and opens his mouth. After a moment of concentration, the broadcast from the invaders' communication frequency emerges.

\Are all the Perimeter Pods in place?\

\We've got top to ground,\ comes an answering voice. \We're having a little trouble navigating the basement complex. It doesn't seem to end, and half of it's sealed off.\

\Leave it. There was no mention of the basement in the briefing. The deal was to transport the mansion and the students. If our benefactor wants anything more than that, it's his problem. Get back to the living room. I'm setting the timer for ten minutes.\

"Ten minutes!" Warren yelps as he snaps off the transmission. "We've got to do something!" He starts to dart for the door, but Kitty catches him by the arm.

"Warren, no!" Her expression is stern and calculating. "First, we need a plan."

* * *

A group of eight or nine men are gathered in the living room. They no longer have their helmets on, so their faces are fully visible. The coffee table has been pushed aside to make room for the control board. The readout shows 02:31 remaining on the timer. 

Suddenly, loud music begins to blare over the mansion's intercom. The men are all startled and look around wildly. While they're distracted, a hand sneaks out from nowhere and quietly unplugs the television.

"What's that?!"

"It's nothing," the largest of them says. "Probably just those kids we caught. Jenkins isn't here, so they probably tricked him and escaped. We'll deal with them after we teleport."

The music changes once, and then suddenly cuts off. A moment later a ghostly voice urges, "GET OUUUUUUUTTTTT!!"

One of the men seems to be losing his nerve. "A-are you sure?" he asks.

"Yes! Get a hold of yourself. They're just screwing around."

Taptap

"Wait," another one says. "You hear that?"

Taptap

"Where's it coming from?"

"Over here I think." The man points to the big screen television in the back of the room.

Taptap

The sound is rather urgent. A trio of men are curious enough to slowly venture closer to investigate.

"GET OUUUUUUTTTTTTT!!"

One of the men nearing the television looks around the room wildly. "I swear, when I catch that kid..."

Taptap

"Hey guys," another says as he practically touches the screen with his nose, "I think the noise is coming from _inside_—"

At that point Kitty's head comes through the screen, her hair carefully arranged to cover her face.

"AHHHHHHHHHHHHH!!!"

"Hold it together, don't sneeze," Kitty thinks. Once her head has completely emerged, she reaches one hand out as if she were climbing through the television. "This would look so much better if there was static playing on the set, but my phasing would completely fry it. Don't sneeze."

"Oh, crap, I'm out of here!" With that pronouncement, four of the men lose their nerve and bolt out of the room.

Kitty pulls herself the rest of the way out of the television and stands facing the men left, including their leader.

"It's just the girl," he yells at the others. "She's using her mutant power is all. Grab her!"

They hesitate, but one of them works up the courage to rush toward her. Before he gets close enough to take a swipe, Kitty points toward the ceiling. He pauses, looks up, and pales.

Hovering in the air, Lockheed looks back at the man and blows a thin jet of flame at him.

* * *

Kitty pulls her hair out of her face and rushes for the control panel. "Thanks, Lockheed!" she shouts. "Keep them pinned down!" 

Almost as an afterthought, she says, "And try not to set the furniture on fire."

She glances at the control panel, and notices the timer click over to 00:59

"Less than a minute," she thinks. "Time to switch this thing off," she announces.

"No!" the leader of the agents says. He tries to rush forward but is driven back by a gout of flame. "You mustn't stop that countdown!"

"Why not?" Kitty asks warily, her eyes carefully studying the dials and buttons.

"It's building a charge," he explains. "If it's turned off or broken before it finishes we'll all be blown to pieces!"

Kitty scowls. "This thing will explode?!"

The man swallows hard. "Everything will explode."

"Miss Pryde?" Warren says from the doorway. He coughs and looks around the room warily.

"Stay right there, Warren. You've done your part well, now it's my turn." She resumes grilling the leader. "What are these numbers next to the timer?"

"Coordinates," he says, followed by, "You're a _teacher_ here?"

"Not longitude/latitude. Not XYZ," she thinks. "What format?!" she demands.

"I don't know! We were given a set of numbers and I typed them in!"

The timer now reads 00:10

"Interrogation's over," Kitty thinks. "I have to do something _now_."

* * *

00:09 

00:08

00:07

"This better work," Kitty mumbles as she taps away at the keypad. She is doing it with one hand as the other is massaging her forehead in a futile attempt to rub away her migraine headache.

"What are you doing?" the leader asks in a worried voice.

00:06

00:05

00:04

"Changing the destination," Kitty tells him.

"You fool! If you can't decipher the coordinates where can you send us?"

00:03

00:02

The numbers on the panel next to the countdown suddenly change to a series of '9s' from one end to the other.

00:01

"Nowhere."

00:00

Everything around them, the entire mansion, becomes bathed in light...

* * *

The light disperses and everyone looks around with uncertainty. "Warren, check outside," Kitty tells her student. 

The boy runs to the window furthest from the agents and looks through it. "We're still here!" he announces. "And the sentinels are acting normal again!"

"That's all I needed to hear," Kitty says, and thrusts her arm through the machine, letting her phasing power fry the electronics inside.

Warren looks back at her. "How'd you save us?"

"Certain systems that map things by numbers have an upper limit that it treats as an invalid address. I figured if I changed the destination to something it didn't recognize, it would default to our present location."

"You didn't know?" the leader gapes. "You could have accidentally sent us to Outer Space, or Hell or something! Are you crazy?!"

Just then a team of ONE soldiers bursts into the living room and train their rifles on the men.

"Why don't you ask me that again after you've spent some time with our guests?" Kitty replies.

* * *

A few hours later... 

\Their instructions came through third-party channels, so we still don't know who hired them, but we're examining the equipment they brought to see if we can trace it to the source.\

\Understood. Thanks, Val, keep me posted.\

The sleek form of the Blackbird glides into the hanger, landing softy. Almost before the stairs have finished their path to the floor, Emma Frost appears at the door, looking deeply concerned. "The children..."

Emma turns a corner on the second floor, followed closely by Scott and Peter. They find a quiet hallway, the only signs of activity coming from Kitty Pryde, who is checking one of the rooms.

Kitty gently shuts the door and turns to the X-Men.

"Kitty-" Scott starts to say.

"Shh." Kitty says before coughing weakly. "They're still sleeping." She staggers toward them, but by the time she gets halfway there she pitches forward.

"Katya!" Peter cries in alarm and jumps ahead to catch her from falling. He looks at Kitty's face, noting her closed eyes and even breathing. "Did you-?" he asks Emma.

"No, though it would have been a kindness," the Headmistress says. "I caught a surface read. She's been spending the whole night checking on the students like a mother hen. She was barely holding herself together, and she's exhausted."

"I'll take her to her room," Peter says.

"Thank you, Peter," Emma says. "I may have to post a guard outside that young lady's door to see that she stays there and gets well."

As Emma watches Peter carry Kitty away, she calmly thinks to herself. "You really are very protective of the students, aren't you, Katherine? I suppose we'll always have our differences, but on this, at least, it seems we see eye to eye."

Next: Gloom in the Forecast!

* * *

Notes:

This issue takes place before the "End of Grey's" arc in Uncanny X-Men

The memo Nick Fury leaves Kitty is a reference to the events in "Enemy of the State" from Wolverine.

This story is a little bit sillier than the rest of the series. Overall I've tried to make this more "the lighter side of being a mutant," than most X-titles, and after the grim tone of the previous issue I decided to swing the pendulum in the other direction in order to compensate.

* * *

THE CAT'S MEOWS

**Another fine effort, Melody. As someone who's ambivilant at best regarding Pete Wisdom(no writer other than Warren Ellis has done anything remotely interesting with him), I enjoyed your take on the guy. I didn't find it to be character assasination, but a fine well-rounded portrayal of a rogue-hero who walks the side of the angels while freely acknowledging that he isn't one. He and Kitty make better friends than lovers anyway.**

**Kirayoshi**

Thanks, Kirayoshi!

I'll admit I'm something of a neophyte when it comes to Pete Wisdom, but he's a fun character and I think he and Kitty play off each other very well. I suspect that even if Kitty would prefer otherwise, we haven't heard the last from him...

**Have you ever thought it odd children sing about alcaholic beverages being passed around while in a moving veihicle? That would be funny to see a bus load of drunk children, I suppose, but I liked your story, keep it up.**

**The Bud**

Ah, innocence. Travel music and nursery rhymes certainly do cover quite a bit of subject matter that normally wouldn't be thought appropriate for children. Thanks for the kind words, Bud!


	5. Gloom in the Forecast

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 5, March 2006

Cover image: Almost solid black, but wavy as if the blackness were ink or coal smoke. From the center, Kitty seems to be groping her way through it. Her arms are thrust forward and her face is full of doubt. Above and behind her, a demonic face made of glowing energy watches her with sinister amusement. At the bottom of the page are the words, "Introducing: Gloom!"

* * *

The laboratory is large enough to be its own complex. Winding halls lead from room to room, with all the trappings of a site devoted to performing experiments and analyzing the results. There are no windows, however, save the glass shielding that occupies the walls of several observation rooms. Everything is clean to the point of being sterile.

The power is on. Soft lights run the length of the halls, bathing them in their glow. Each room is free of heavy shadows. Huge machines have tiny lights that blink patiently to show they are ready to perform their next task. Beyond that, however, the place shows all the signs of having been abandoned.

Computer displays show readouts that stop mid-sentence. In the break room several paper coffee cups are tipped over, their contents spilled, but long since dried up. One of the microwaves continues to beep to show it has finished cooking whatever is inside. Whoever left this place did so in a hurry.

_They call it "M-Day"_

A lone boy walks the quiet halls. He looks to be roughly fifteen years old. His hair is neatly trimmed and his face is melancholy. He wanders from room to room with no real direction in mind.

_The news shows say it's very important. I guess I can see their point. It's one thing to lose your powers. That happens all the time. But to actually go from mutant to human? That's big._

He passes a television set that has been left on. An anchorwoman with a serious face is looking directly at the camera from behind a studio desk. At the bottom of the display the words, "Channel 5," and "Top Story," are written in large block letters.

_The next step in human evolution just landed in a big pile of you-know-what._

The boy wanders into the break room, opens the beeping microwave and discovers a cup of noodles. He sits at one of the tables and eats.

Everyone _seems pretty upset about it. Or happy. You know how it is. It really doesn't make much difference either way, though..._

He stops in front of a mirror in the washroom. He shows no emotion as he examines his own face, but he lifts a finger and slowly traces the outline with it.

_...if you're already dead._

He spots something move at the edge of the mirror and spins around. "Who's there?" he says.

* * *

The boy pokes his head out the door, looking up and down the hall. "Hello?" His voice shows not a trace of fear. Only curiosity...

...and loneliness.

He ventures out and calmly follows a voiceless summons. "Wait, don't go," he implores quietly. There is no trace of whatever it was he saw.

With a relaxed urgency the boy explores the complex, opening every door he finds and searching every room. "Yes. Yes, I can hear you."

He jiggles the handle of one door, but finds it locked. He moves on. As he is about to try the next door down the hall he hears a faint "klik." The door he had just abandoned slowly opens, as if inviting him inside.

The boy turns and slowly approaches the door. "Are you in here?" he asks as he steps into the room.

Inside he finds a spacious and pristine lab with sophisticated computer equipment lining the walls. Dominating the room, however, is a large curtain that protectively circles the room's center. A soft light flickers inside, tossing bright shadows along the curtain's surface.

The boy finds the edge of the curtain and pulls it open. There, in the middle of the room is a small platform hooked to several pieces of monitoring equipment. On top of the platform is an orb the size of a bowling ball. The orb is slightly transparent, with something like swirling clouds inside, pulsing with the soft light that drew him.

He stares at it, transfixed by the mysterious object. He takes another step, feeling drawn to it by an irresistible force. He stops only when he's close enough to touch it.

The orb seems to almost throb in response, and it suddenly emits a hollow, wizened voice.

"Hello, Jacob. We've been waiting for you. Let's be friends."

* * *

"I'm in _love!_

Kitty's face is lit with adoration, hearts practically floating from her eyes. Her palms are pressed together and resting against her cheek as though she simply can't contain her joy. The light from the afternoon sun illuminates her hair, giving her an almost angelic aura.

Stan Lee does not present

**Gloom in the Forecast

* * *

**

Kitty is standing in front of the main entrance of the mansion, surrounded by all her friends and all of the students. Behind them is a spread of tables and party decorations. A large banner is draped above the front doors. It reads "HAPPY BIRTHDAY KITTY." Parked conspicuously in the driveway is a shiny new car with an enormous bow on the roof.

"Oh, my God, it's the most beautiful thing I've ever seen in my entire life!" Kitty gushes. She proceeds to trace her fingers along the smooth surface of the hood, almost as if she were stroking a cat. Having made contact, she cannot contain herself from inspecting, or rather, admiring the car from every angle while she practically quivers with excitement.

Peter Rasputin looks on with a bemused expression. "Should I be jealous?" he wonders aloud.

"Don't bother Petey," Logan tells his friend with a wide grin. "There's no way you can compete with somethin' like that!"

"Da," Peter agrees, though his voice shows not a trace of concern. "It seems from now on I shall always be second in her heart."

Lockheed the dragon lights onto Peter's shoulder and cuffs him on the back of his head with one leathery wing. THWAP!

"Ow!" Peter says as he pretends to flinch away and rubs the wound. "I, of course, meant to say third in her heart, little friend."

"You guys are the _best!_" Kitty bursts, pulling her teammates Scott and Hank into a fierce bear hug. They are not the first pair who will be subjected to this treatment. "Do you know how long I've been waiting for a moment like this?"

"Since your fifteenth birthday, ja?" Kurt ventures.

"Something like that," Kitty confirms as she envelopes him and Rachel in an equally joyous hug, "but it feels more like decades!" Her two friends laugh at her joke.

"Just remember, this isn't the Blackbird," Scott cautions, "and there are speed limits."

"Hello?" Bobby Drake says, miming a cell phone conversation, "Somebody call for a wet blanket?"

Emma makes a show of looking bored with the whole event, and sniffs at Bobby's joke. "It hardly matters," she yawns, "Our boring, polite Katherine would never do _anything_ the least bit disreputable. At least, not in the _front_ seat."

The others react to Emma's mocking words with mild offense and tolerance. "She doesn't know Kitty that well at all, does she?" Rachel whispers to Kurt.

"I think, perhaps, she might know her better than she lets on," he whispers back.

The commentary goes unnoticed by Emma. She is momentarily distracted by a student at the fringes of the party. He is Ben Rice, Abacus, and he is sitting against a tree looking lost in thought while his mouth moves in an endless stream of silent words. The headmistress frowns.

* * *

The next day...

Kitty is strolling down the halls of the mansion, whistling as she twirls her car keys in her fingers.

Katherine, please see me in my office, Emma says, barging into Kitty's mind.

Actually, I'm pretty busy today, Kitty responds.

You can play with your birthday present later. This is important.

Kitty sighs in resignation and allows herself to fall backward. When she reaches the floor, instead of striking it with enough force to knock her breath out, she passes through it, with only her legs from the knees down remaining on the floor. Her torso swings through the ceiling of Emma's office and Kitty looks down at the headmistress.

"Fine, what is it?"

"Gah!" Emma cries out in alarm. "Was that unnerving display necessary?"

"Your fault for calling me as I pass over your office. Shouldn't you be used to things like this?" Kitty asks with a smirk.

Emma takes in the sight of Kitty seeming to grow right out of the ceiling like a human chandelier and says, "I'd have thought by now you would have outgrown such grotesque displays of your power."

"I kill at Halloween parties."

"Only when you forget to wear your mask."

"Cheap shot, Emma," Kitty says, brushing the insult aside. "And not very original. Losing your touch?"

"I'll be happy to gift you with my better material some other time, but for now I have serious matters to discuss."

"Right. We'll trade barbs later," Kitty says. "Shoot."

"If only," Emma says under her breath. She looks back up at Kitty. "One of the students is having a crisis of confidence and is planning to withdraw from the school. Talk to him."

Kitty scoffs at Emma as the headmistress rests a hand on her desk. "Suddenly you're concerned about students leaving? After firing Dani and expelling most of the school I'm surprised we've got any students left at all. So who is it?" she asks cynically, "One of your pets?"

"Actually, it's one of yours," Emma replies. "Ben Rice."

Upstairs, one of the students, Nicholas Gleason, also known as Wolf Cub, notices Kitty's legs jerk in surprise as he steps out of his room. He stops and tilts his head in curiosity.

"No way!" Kitty blurts. "Ben's one of my best students! He _loves_ being at this school!"

"Indeed," Emma calmly affirms, "but for some reason he feels that he doesn't belong here." The headmistress pauses to thoughtfully flip a page in the file on her desk. She looks back up at Kitty. "I'm hoping you can reach him before he becomes committed to the idea."

Wolf Cub slowly walks toward the legs to get a closer look as Kitty taps her heels against the floor.

* * *

Kitty strokes her chin thoughtfully. "So what's he upset about? Did you get that, too?"

"I try not to pry beyond the more blatant surface thoughts unless I'm invited. I'm expecting you to extract that nugget of information from him yourself. He admires you greatly, you know," Emma shrugs. "No accounting for taste."

Kitty crosses her arms. "I see the barbs are back out. Does this mean I'm being dismissed?"

"Not quite yet," Emma says as she opens a drawer in her desk. She withdraws a plain white envelope. "There was _one_ other thing. You've been asked to make another talk show appearance."

Kitty groans as she reaches down to accept the envelope. "Any chance I can pass?" she asks. "I keep getting asked the same vapid, nonsense questions every time."

"I never promised PR work would be fun," Emma tells her as she watches Kitty remove the letter and unfold it. "This isn't some local news station or radio talk show, however. This is national."

Kitty's hands tremble and her eyes grow very wide as she scans the letter. "O-o-o-o-o-o..."

"Yes, Katherine, the one and only."

"...OPRAH?!?"

Upstairs, Wolf Cub is just reaching out to touch one of the feet when the legs suddenly jerk away from him and slip through the floor as if they never existed. He barely hears a startled scream and a thud from the floor below.

An hour later...

Kitty is sitting with Ben on the wooden dock of the lake. The sun merrily beats down on them through a cloudless sky. Ben gazes sullenly to the shore on the far side, while Kitty sits uncomfortably. There is a small bandage on Kitty's cheek. Lockheed flits about them as he scans the water for fish.

"Haven't been here in a while," Kitty sighs. Her thoughts drift as aimlessly as her words. "Not since... I was just trying to get away from the mansion so I wouldn't think about my car," she contemplates. "Now I'm depressed, and I'm _still_ thinking about the car."

"So, Ben, how are you liking it here at the school?" Kitty says aloud.

"It's cool, I guess," Ben says noncommittally.

"You're one of our newest students, aren't you?" she presses.

Ben sighs. "Uh-huh. I've been here for three months, eleven days, thirteen hours, twenty-two minutes and forty-five seconds."

"But who's counting?" Kitty remarks with a smile.

"I'm always counting," Ben says. "I can't help it." He looks away, and Kitty studies him with a thoughtful frown.

* * *

"Things have been pretty crazy around here lately," Kitty says, trying to pick her words carefully. "Not a day goes by without something turning the world upside down around us. Sometimes it's hard to tell if this place is a school or a zoo," she says with a small chuckle.

"Only animals belong in zoos," Ben says to the empty air. He looks at Kitty with a blank expression. "That's why all those students who got depowered are being sent home, right? Because they don't belong here anymore?"

Kitty's glowers momentarily. "Nice going, Miss Frost," she thinks, but to Ben she says, "I'm sure Headmistress Frost has her reasons for that decision, but not everyone in the school understands them or agrees with her. Just because they aren't mutants anymore doesn't mean the school doesn't have anything to offer them." She reaches over and places a comforting hand on his shoulder. "It's hard to see them go, isn't it? They're our friends and family."

Ben nervously licks his lips. "Maybe... maybe I should be going with them."

"What?!" Kitty gasps in as much genuine as rehearsed surprise. "No, Ben. Why would you say something like that?"

For a moment all Ben can do is sigh. Finally he musters the courage to say, "I just don't feel like I really belong here. I saw this movie, the one with Dustin Hoffman and that short guy, and I decided to do some reading. Did you know there are all sorts of people who can do exactly what I do? What if this isn't really my mutant power?"

Kitty looks at him, perplexed. "What do you mean, Ben? Of course this is your power."

"But that doesn't make any sense. Everyone else's mutant power gives them an ability that no human, no matter how gifted, could possibly do. I'm not much different from your average savant."

Kitty nods, thinking she now understands what is troubling the boy. "When I was still new to the X-Men, one of my best friends, Doug Ramsey, had powers that were similar in nature to yours."

"I know all about Cypher," Ben says sadly. "I even kinda look up to him."

"Not as much as I look up to _you_, of course," he thinks.

"There was definitely nothing human about the way he learned languages," he tells his teacher.

"You need to give it time, Ben. You're still young, and you've only just discovered your powers," Kitty says encouragingly. "Trust me, before you know it you'll be amazing even yourself."

"Maybe," Ben agrees reluctantly. He climbs to his feet and looks at the lake one last time. "May I be excused, Miss Pryde? I have dish duty this afternoon."

"Oh? Of course," Kitty says. "I'll see you tomorrow, Ben."

Ben starts to walk away, but when he gets to the edge of the dock he turns around and says, "I'm glad you see potential in me, Miss Pryde." His voice is clear despite his melancholy. "I just wish there was something I could show everyone else so that they'd see it too."

Kitty watches him head back to the mansion and frowns. Lockheed finally gets bored harassing the fish and curls himself around Kitty's neck. She reflexively scratches his chin, but her thoughts are plainly elsewhere.

* * *

"Has anybody seen Peter?" Kitty asks as she wanders into the living room. "He's supposed to go out driving with me."

Logan, Bobby, Sam, Rachel, Alex and a few of the students lounge on the couches and chairs, watching a football game. "Haven't seen 'im," Logan shrugs.

"I'll go driving with you!" Bobby says eagerly.

"No you won't," Sam drawls, crossing his arms. "You're team's losing and I'm not about to let you welch on our bet."

"I'd go," Rachel says bitterly, "but I'm not supposed to leave the grounds."

"Last time I saw him he was with Hank," Alex offers. "You might try asking him, Kitty." He glances over and sees nothing but an empty doorway. "...Kitty?"

Beast is hunched over a microscope, carefully adjusting the focus when Kitty barges into his lab, phasing through the door. "Peter?" she calls upon entering.

Her startling entrance earns barely a twitch from Hank, who calmly proceeds with his delicate adjustments. "Hello, Kitty," he greets her. "Did you want to help me with this experiment?"

Kitty confronts him with her hands on her hips. "I want to know why you kidnapped my boyfriend and where he is now."

"Just a routine check-up to ensure that he's recovering properly," Hank tells her. "Trust me, he didn't care for it any more than he ever does. I think he said he was going outside to get some fresh air."

"Thanks, Hank," Kitty says as she turns to leave.

"One more thing, Kitty," he says before she can phase through the door.

"Yes?"

"Knock next time, would you?"

"Sure thing."

Kitty's hunt through the institute continues...

"No, he left with Mr. Wagner to the basketball court," a student tells her.

...but she always seems to be...

"Nein, Katzchen, he said he was going to get some lunch after our game," Kurt says as he towels himself off.

...just one step behind.

"Wasn't he supposed to be out driving with you?"

"Ooooohh!" Kitty growls in frustration.

Kitty storms into the garage, her hands balled into fists. "Fine. I'm not about to let this day go to waste. I'll just have to go out alone and let him have it when I get back..."

"Oh, there you are."

There, leaning against the passenger side of her car, is Peter, looking innocent and relaxed. "What took you so long?" he says.

* * *

The main gates to the institute swing open while a single ONE sentinel and several soldiers stand sentry. Kitty's car drives through, and the occupants ignore them completely.

"Thanks for not bailing out on me," Kitty says, trying to sound serious, but far too eager to commit. "I'm not just doing this for fun. I need to clear my head a little. You wouldn't _believe_ how much I've got on my plate right now."

"Oh?" Peter asks in a politely curious way.

The car veers left to hug the curve of the road. "Oh, wow, this thing handles like a dream," Kitty says, momentarily distracted. "Suppose I were to tell you I have a student facing a crisis of confidence and Oprah has asked me to appear on her show? Oprah!"

"I'd say it would be best not to try doing both things at once," Peter replies

"Was that a joke?" Kitty asks dubiously.

"Is that so shocking, Katya?"

"No... that was... kinda nice, actually," Kitty smiles. "Say, what do you think I should name this guy?"

Peter looks around in confusion. "You mean the car? Aren't they supposed to have girl names?"

"Once upon a backwards-thinking time, maybe, but this little guy's all man." Kitty gives the dashboard an affectionate pat. "I was thinking something like 'Oscar.'"

Elsewhere...

The air in front of a large metal door is obscured by a thick black mist seeping through the cracks along the frame. The mass flows into itself and slowly takes a humanoid shape.

Once the last of the mist has finished emerging through the door, the portion at the bottom seems to melt away, revealing a pair of worn sneakers. The effect proceeds upward until finally the boy Jacob stands calmly alone. He looks around, confused, and his eyes glow softly while a cloudy substance swirls inside them.

"We're out," he says in a detached voice. "Where should we go now?"

* * *

"Katya, I think you're driving too fast."

The car roars sharply around a curve with mechanical ease, several yards of brush near the road tilting in its wake. "Yeah, ain't it great?"

"Perhaps you should slow down." Inside, Peter is leaning back in his seat, eyes wide and concerned.

"Huh? Oh, sorry. It's the music." Kitty reaches over to the stereo and clicks it off, momentarily silencing Lila Cheney. Peter visibly relaxes as the car slows.

"You haven't said anything for a while. Still thinking about Ben's problem?"

"Yeah, sort of," Kitty says with a frown.

Peter offers her a studied look. "No, this is the same expression I have seen you wear quite a bit recently. Something else is bothering you."

"I'm not quite ready to talk about it," she says.

"Not even to me?"

Kitty's eyes shift to the side. "Well, do you promise not to laugh? Or think I'm crazy?"

Peter arches one thick eyebrow. "This I must hear," he insists.

"Well, I'm not quite sure how to put this, so I'll come right out and say it... I think I have a clone."

Peter is suddenly overcome with a coughing fit.

"Peter?! Are you okay?" Kitty cries in alarm.

The large man quickly recovers and with a final cough says, "Sorry, I thought you said you had a clone."

"Or an imposter, or doppelganger. I knew you wouldn't believe me," Kitty says with a glower.

"It is a bit unlikely, Katya."

"See? See?! That's what I knew you'd say," Kitty snarls as she starts to rant. "Jean's replaced by Madelyne Pryor, Magneto's replaced by Joseph, and Logan's replaced by a flipping _skrull_, and that makes _perfect_ sense. Six months around some psycho who dates a terrorist and uses Logan's bones in combat, however, and all of you chalk it up to 'youthful rebellion.' Are you kidding? She may has well have been wearing a big neon sign reading 'This is not Kitty Pryde.' I knew I should have waited until I had more proof."

"I am sorry, Katya. I did not mean to upset you."

Kitty's fire burns out, and she glances at Peter with an apologetic expression. "No, it's me, Peter. It's just hard thinking that someone out there stole a chunk of my life and everyone thinks it was me. That's why I'm trying to find something to prove it."

"Wouldn't the archives back at the mansion take care of that for you?"

"It would..." Kitty says as her temper builds a new flame, "...but all my records got deleted! Why'd I have to go and ask the Professor to do something like that? Grr, so stupid!"

* * *

The road straightens for a bit and in the distance a semi pulling a cargo box steadily approaches them. At the side of the road a tall young woman stands, apparently trying to hitch a ride. She is wearing a dark red skirt with black lining and mesh sleeves. Her skin is pale and her green hair is tied into a thick ponytail on each side.

She seems preoccupied with her thoughts, as her efforts to flag down cars is muted at best, but as Kitty and Peter near her, a look of alarm passes over her face and she jumps into the road with a desperate halting gesture.

"Look out!" Peter warns when he spots the woman.

"What the-?!" Kitty slams on the breaks and the car jerks to a stop with a "SCREEEEEE!!!" It comes within inches of hitting the woman, who does not budge from her spot.

"Is she crazy?!" Kitty cries as she rolls down the window. "Hey! What are you--?"

At that moment, the semi that had been approaching suddenly skids to the left. The driver tries to compensate, but the trailer jackknifes and the whole thing barrels onto its side. The noise is horrendous, and when the whole thing comes to rest it is only a few yards away from where Kitty stopped her car.

"Oh my God!" Kitty yells.

Peter chimes in with his own, "Boze Moi!" The pair of them, alongside the hitchhiking woman, race to aid the driver of the truck.

* * *

The accident is not far from Salem Center, and it doesn't take long for the emergency and cleanup crews to arrive. The driver is disoriented but largely unharmed. The same cannot be said for his cargo. Kitty stands next to her car with Peter and the hitchhiker.

As Kitty surveys the wreck, she muses, "If you hadn't stopped us, my car would have been crushed. How did you know it would happen?"

"I felt bad vibes coming from the truck," the young woman says by way of explanation. Her voice and expression show not a trace of sarcasm, but they both notice she has something of a sleepy look to her.

"Vibes?" Peter whispers to Kitty.

"With everything we've seen, is that so hard to believe?" Kitty whispers back with a shrug. "Ah, my name's Kitty," she says to the woman, "and this is Peter."

"Yes," the hitchhiker observes, but says nothing more. Her eyes drift to the left as though she's been distracted by something.

Kitty glances at Peter and presents a friendly smile to the stranger. "And you are..?" she supplies, holding out her hand in greeting.

"Oh!" The woman shakes Kitty's hand and in an even voice says, "Louise. Louise Somme, but everyone calls me Lou."

"Nice to meet you, Lou," Kitty says. "That's an interesting accent. Are you new here?"

Lou nods and takes a turn shaking Peter's hand. "I have just moved here. From France," she tells them.

"Wow, welcome to New York," Kitty says. "Listen, I really want to thank you for saving my car-"

"Us," Peter says, nudging her.

"-I mean us. Would you like a ride into town? And have you had lunch yet? My treat."

Lou slowly glances from Kitty to Peter and back with an unreadable expression. Finally her face splits into a grin as she says, "I like sushi!"

* * *

One quick trip to Salem Center later...

The trio is seated at a table in a small restaurant that serves sushi on small plates that travel on a conveyor belt which rings the center. Peter, who already ate before they left, has only a small bowl of miso soup in front of him. Kitty and Lou, however, have so many plates in front of them it's hard to tell when one's begins and the other's ends. It is an impressive display of wanton gluttony.

"Ah, this one is quite delicious," Lou sighs as she samples one of the rolls on her plate.

"So you live right here in town?" Kitty says conversationally. "Where do you work?"

"Package delivery," Lou answers. She pops another piece of sushi in her mouth with her chopsticks and says, "This one is also very tasty."

Peter is watching their companion a bit warily and says, "Ahem. What part of France do you come from?" He tries to make his voice sound casual and curious.

Lou pauses and looks at Kitty and Peter. "You two have excellent vibes," she proclaims in her sleepy singsong voice, "You have a long history, and your feelings have gone many directions but have always been strong. So much tension, so much uncertainty." She plucks another piece of sushi from her plate and eats it. "I like this one, too."

The couple gape at Lou, stunned speechless.

Unaware, or indifferent of their reaction, Lou says, "It reminds me of that song by Cat's Laughing--"

At this point Kitty leans forward and joins in to finish the sentence with her.

"--Signal to Noise!"

"Oh my God, you like Cat's Laughing?!"

"They're my favorite band," Lou replies.

"MINE TOO!!" Kitty raves.

To the surprise and amusement of nearby patrons the two young women suddenly sing a quick verse in unison:

"Connected dots don't make a line,

You confuse me every time."

They finish, Kitty laughing, Lou sighing and Peter silent. "Oh my God this is great! I mean, what are the odds, right? Isn't it amazing, Peter?"

"I can hardly believe it myself," her gentleman caller mumbles.

* * *

Time passes in the form of empty plates piling next to Kitty and Lou. Kitty is highly engaged and animated as she speaks. "...you _dance_ too? I know this great instructor in town who I bet you'd love..."

Peter occupies himself with stirring his soup.

The pile of plates grows larger.

"...that train wreck named Curly Joe. I could barely sit through The Three Stooges Meet Hercules because of him."

"Shemp is my favorite," Lou replies.

Peter rests his chin on his palm.

Outside, through the window behind them, Jacob wanders aimlessly past the restaurant. His eyes are normal.

A second pile of plates builds up.

"...you beat Galactic Blade II? How did you beat the boss on level twelve?"

"Spark attack," Lou explains.

Peter is massaging his brow as if he has a headache.

The second pile threatens to become a third.

"So who's your favorite baseball team?" Kitty demands.

"What is baseball?"

"No! Are you kidding?" Kitty says, scandalized. Silence is Lou's only response. "Well, _that_ will have to be fixed, and I happen to be the ideal ambassador-"

"How do you feel about mutants?" Peter suddenly interrupts.

Lou tilts her head slightly and Kitty looks stunned for a moment.

::Piotr Nikolaievitch Rasputin!:: Kitty chides when she recovers::Now's not the time for a question like that!::

-- Editor's Note: Translated from Russian.

::I am sorry Katya, but don't you think it's a little early to invite her into your life like this? We hardly know her,:: Peter cautions.

::Are you kidding? I feel like I've known her all my life. And she might even be a mutant herself. Maybe you're just having trouble getting used to her because she's goth.::

::Katya, the Goths are East Germanic. I think you mean to say she is a Frank, and I would not have a problem with that either way,:: he says helplessly.

::Not that kind of goth, Piotr.::

::It must be difficult to be a mutant,:: Lou says in fluent Russian. Her voice, however, is still relaxed. ::You spend your whole childhood thinking you belong to one community, only to find out in a confusing display that you belong to another. But until you find other mutants, you don't even know what that new community is, so in a sense you are more alone than you have ever been in your life. It must make it hard to turn down a group when they do find you, even if they have a different agenda than yours. Compared to the awfulness of being alone, it must be worth adopting any set of ideals, just to feel like you belong somewhere. Is it your mutant power you discover on that day, or your vulnerability?

::And no, I am not a mutant. Just French.::

A glum silence follows, both looking slightly ashamed, but Kitty tries to brighten things up again by saying, "I feel like shopping! The mall's right across the street. Want to join us, Lou?"

"That sounds fun," Lou replies.

* * *

The three of them step through the wide glass doors of the mall, Kitty still chatting up a storm. "...and that's why if I ever meet Steve Bartman in person I'll--"

"Miss Pryde?" an unsteady voice says from nearby.

"Who?" Kitty says as she looks to her left. Her eyes widen in shock. "Jacob?" she says in a quiet voice.

"Eh?" Peter says, following her eyes. There, seated limply on a wooden bench is Jacob, looking slightly dazed.

Kitty immediately shifts gears and runs over to Jacob, her expression a mix of joy and disbelief. She drops to one knee when she reaches him, tears welling in her eyes. "Is that really you?" she says. "How is this possible?"

Peter arrives at Kitty's side, ready to help, but obviously confused. "Katya? What's the matter?"

"This- this is Jacob," Kitty breathes. "He's the student we lost right before M-Day. Do you remember? I tried to help, but there was nothing I could do. He just faded away and there was nothing I could do."

"Don't cry, Miss Pryde," Jacob says with a gentle smile.

Off to the side, Lou simply stands and watches with a detached expression.

"But you're back," Kitty says, and the tears begin to flow. "You're back!" Her eyes widen again as a thought strikes her. "M-Day. There must have been just enough of you left to re-form after you lost your powers! But, where have you been all this time?"

"Lost," Jacob says. "I thought I was in Heaven, but I was all alone. That doesn't sound like Heaven, does it? There weren't any exits. I couldn't get out."

"What?" Kitty brushes the hair out of his face and inspects his eyes. "You're rambling. Something's wrong. We should get him to the institute. Hank will know what-"

"I thought I was alone," Jacob continues, ignoring Kitty. He starts to rock back and forth. "I thought I was alone, but I wasn't. I found someone. I made some friends. They helped me..."

Jacob's eyes suddenly become bright and cloudy. "...and they wanted out, too."

* * *

Kitty is suddenly tackled from the side by Lou, who shouts "NO!" as she collides with her new friend. They fall in a pile a few feet away from the boy.

"Katya!" Peter yells in concern, while Kitty herself shouts, "Hey! Are you crazy?!"

That's when Jacob explodes.

His whole body becomes a mist of inky black ash that looms over the three of them like a twelve foot floating specter. A demonic face forms, with glowing eyes and mouth, leering down at them.

"What is this?!" Peter says as he moves to help Kitty.

All around them, other shoppers in the mall scream and flee.

"Jacob!?" Kitty shouts.

"Jacob's not here anymore," the cloud rumbles, "Now we are GLOOM!!!"

A spray of the black mist shots from the mass as if from a fire hose. Lou suddenly jumps to her feet and shields Kitty with her own body, arms spread for maximum coverage.

"Lou, no!" Kitty warns, but it is too late.

The tall woman catches the brunt of the assault and is thrown to the other side of the mall, where she slams against the wall, WHAM! and drops, stunned, to the floor.

* * *

"Peter!" Kitty cries, "Help Lou!"

Peter transforms into organic steel, the increase in size shredding his shirt and splitting the legs of his pants. "Fear not, Katya, she will be safe in the hands of Colossus!"

"Stop ignoring us!" Gloom howls. He expands, enveloping the entire hall in thick black air, blotting out all else. The eyes float toward Kitty and glare at her. "We won't go back! You let him go and he belongs to us now!"

Peter stops in his tracks and gropes blindly in front of him. "I can't find her, Katya! I can't see anything at all!"

"That's what you want, isn't it?" Gloom says, "You want us to disappear like before. But we're strong now, and if you try to stop us we'll make sure that we're the last thing you ever see!"

"He's delirious," Kitty thinks, her mind moving quickly and in multiple directions. "How did his powers get all twisted around? This had better not involve an alien costume."

"Jacob, stop this!" she shouts at her former student. "You're hurting people!"

"Yes, Miss Pryde, We remember what you told us about getting angry, about hitting things. We want to show you how much we've learned."

A concentrated mass of the cloud gathers into a thick sphere around Kitty's head. She falls to her knees and claws at her own throat. "Can't... breathe!" she thinks.

She tries to crawl away, but the cloud follows and remains around her head, preventing any air from reaching her.

"Katya! Where are you?" Peter calls, but Kitty is unable to respond.

"... blacking out..."

* * *

FWOOOOOOSH!!!

A powerful gust of wind suddenly blows across Kitty, and while the cloud struggles to remain in place, it succumbs and dissipates. Kitty pushes herself up and gasps as oxygen once more fills her lungs.

"Katya!" Peter cries as he spots her. "Are you hurt? What has he done to you?" He comes to her side just as Kitty looks up to see what generated the current that saved her.

"You!" Kitty blurts in surprise.

Standing before them in a vigilant pose is the alien that battled Kitty and Peter during their first date since becoming a couple again. It is in its full bug-like golden armor. Protruding from its arm-pods are wide fan blades which spin rapidly. The blades come to a sudden stop and retract into the arm-pods.

\Do not be alarmed,\ the alien projects in a computerized voice. \I am here to provide aid.\

"You can talk now?" Kitty says as Peter helps her to her feet.

\Correct. Translation system is properly configured for Earth languages. It is not safe to remain here. The hostile is gaining strength and will return soon.\

"That's one of my students you're talking about!" Kitty objects. "And we can't just leave. Whoever this 'Gloom' is might hurt other people." She looks around. "Where's Lou? Peter! Lou's gone!"

\Your friend is safe,\ the alien informs them. \I have transported her to another location. The hostile will pursue us.\

"Then we shall face him here!" Colossus blusters.

Kitty glares at both of them. "This not the Brotherhood! He's a confused student who needs our help! And it's not like you can punch him anyway."

The sinister cloud starts to reform a few yards away. "Mmmmmmiisssssss Prydddddddeeeee..."

Kitty places a hand on Colossus' arm. "We'll discuss it on the way," she says with wide eyes. She spots a door marked, "Employees Only," and says, "This way!"

* * *

Kitty, Colossus and the alien rush down a winding hall littered with supplies. "So exactly how is it you know so much about Jacob anyway?" Kitty asks their armored ally.

\Scans indicate the presence of parasitic nanorobotic units. Outcome: joint biomass.\

"Is our new friend referring to something like the transmode virus?" Colossus asks.

"Sort of," Kitty says darkly. "It sounds more like Jacob's playing host to a hoard of microscopic creatures who've warped his powers- and his mind."

\It may be possible to contain the hostile within an enclosure equipped in this armor.\

In the distance they hear Jacob's haunting voice say, "Commmmmmeeee baccccckkkkkk."

"Why didn't you do that earlier, then?" Kitty demands.

\Hostile is too dispersed. It must assume a concentrated form before successful containment can be initiated.\

"He seems to prefer his cloud form," Peter observes.

They pass by a series of power switches on the wall and Kitty suddenly stops running. She looks around at a collection of large reels with various wires wound about them. "Wait!" she calls to the other two.

They stop as well and Colossus says, "What is it, Katya?"

Kitty looks at the alien and says, "I need you to use your fans to keep him off us for a few minutes! Can you do that?"

"Katya, that's the opposite of what we want to do," Peter says, confused.

"No," she says with a gleam in her eye. "I have an idea."

Moments later...

The alien is standing with legs spread apart, holding both arm-pods out as it runs the fans at full strength. \Hostile is compensating,\ it warns.

"Okay, you can-" Kitty starts to say, but the alien has already shut down and retracted the fan blades. "Oh yeah, I forgot predicting stuff is one of your things..."

As the alien moves back, Gloom reforms the glowing eyes and mouth and hisses, "Now you've really made us angry."

* * *

At that moment Colossus steps forward, holding out an arm that is wrapped from shoulder to fist in copper wire.

"What are you going to do with that?" Gloom taunts. "Punch us harder?"

"Now!" Kitty cries, and throws a switch. The two ends of the wire wrapped around Colossus are connected to the wall circuit, feeding the entire mall's power supply straight through it. Massive amounts of electricity course freely, and as it winds its way around the coils of Colossus' solid steel arm, he becomes a living electro magnet. The waves of magnetic force seem to practically throb from his arm.

"YEARRRRRRGGGGHHHH!" Gloom screams, as the black cloud is suddenly and irresistibly drawn toward Colossus.

"It's working!" Kitty yells.

As the cloud begins to coalesce around the magnetic arm, the alien steps closer. A hatch opens in its chest.

Vrrrrrrrrrrrrr!!

Kitty throws the switch off and they watch as the pull transfers from magnetic to suction. Gloom is helplessly pulled inside the hatch.

"Noooo!!!" is all he manages to wail before the act is complete and the hatch snaps shut with the hiss of an airtight seal.

\It is done,\ the alien declares.

* * *

"Thanks-" Kitty says, pausing. "What _do_ you call yourself anyway?"

\I operate under the name: Anticipation,\ it replies.

"Makes sense," Kitty muses. "We need to get Jacob back to the school. We can help him there."

Meanwhile, Colossus scrapes the wires off of his arm.

\No,\ Anticipation says, turning away from them.

"Excuse me, but he's my student. You can't just leave him trapped in that armor!"

\I must. Other options are too dangerous at this time. You have my sympathies.\

"That is not for you to decide, friend," Colossus says, making a grab for the alien.

Anticipation neatly avoids the attempt and aims an arm-pod at him. A hole slides open and douses the steel man in water. His body is still hot from the electricity that had been coursing around him, and when the water touches, it instantly turns to steam. HSSS! By the time it clears away, Anticipation is gone.

Kitty makes a fist. "Come back here, you coward!" she yells.

Colossus puts a consoling hand on her shoulder. "Perhaps our new friend will find a way to help young Jacob."

"That thing is no friend of mine," Kitty growls. "Next time I see him, he'll have a lot to answer for."

Moments later...

The two of them stumble out of the employees only door and see Lou calmly sitting on the bench they'd found Jacob on. "Lou! Are you hurt?" Kitty says, running up to her.

"I'm fine," she assures them. She tilts her head as she takes in the sight of Peter, back in his human form, but shirtless and his pants torn. "What have you two been doing?"

"Uh," Kitty says, blushing, "It's not what it looks like. Listen, are you sure you're okay? That was a nasty hit you took, and we should probably take you to a hospital."

"Please don't fret over me," Lou insists. "I am unhurt."

"Well..." Kitty says reluctantly, "If you're sure..."

"What was wrong with your student?" Lou asks.

"It's hard to explain," Kitty frowns. "Let's just say he wanted to be noti-!" She stops in mid-sentence and in a quiet voice says, "Ben."

"We have to go back," Kitty says more clearly. "I'm sorry, Lou. I just remembered something I have to do."

"I don't mind," Lou shrugs. "I'm sure we'll meet again."

"Count on it," Kitty says with a smile. "C'mon Peter, let's get back to the car."

* * *

That night...

Ben Rice, Scott Lightfoot, Warren Epps and Alana DuBois are lounging together in one of the mansion's common rooms, chatting.

"...but Miss Pryde's _most_ exciting birthday was when she turned eighteen," Alana tells the boys as if they were telling stories around a campfire. "She opened one of her presents and died!"

Scott gasps.

"So what happened?" Warren asks dubiously.

"It turned out she was killed by Mr. Rasputin's mom, who was a witch. She thought Miss Pryde murdered his brother, but it was all a big misunderstanding so she brought her back to life."

Just then Victor Borkowski, the student known as Anole, peeks his head into the room and says, "I thought you guys would be here. Miss Pryde wants you to see her in her classroom."

"All of us?" Ben says.

"Yup."

The desks in Kitty's classroom have been cleared aside to make room for a projector and a table with a chess set. A piano sits against the side wall. Kitty is idly filling out paperwork when the students arrive.

"Oh, you're here," Kitty says when she sees them. "Good. Alana, Warren, Scott, please take seats over there." The three obediently find desks in the back as indicated. Ben now stands nervously alone.

Kitty pulls a screen down and the projector beams an image of a standard computer display on standby across its surface.

"Okay Ben, I want you to tell me what you see," Kitty says. She clicks a button on her keyboard and a rapid stream of ones and zeroes flashes along the display.

Ben gasps. "It's beautiful," he says.

"But it's just a bunch of numbers," Alana says, confused.

"That's why he likes it," Warren jokes.

Kitty surveys the class. "It only looks like numbers to you, but to Ben, it looks like this." She clicks another button, and the projection suddenly changes to a clear image of a gorgeous Monet painting.

* * *

"Those of you who have paid attention in my class will recognize that the numbers you just saw were binary sequences. These sequences, translated by a computer, generate the image you're seeing now. Computers think in numbers, and math is their language."

"Are you saying Ben's a computer?" Alana asks.

"Not quite," Kitty says with a smile. "That would be Sage's territory, but Ben does understand math the same way computers do. Scott, have a look at the chess board and tell me who is winning."

The boy leans forward and inspects the prearranged pieces. "White's got way more pieces. I say it's that side."

"It's black's move," Kitty informs them. "Ben, how many moves will it take for black to win by Checkmate?"

"Five," Ben responds instantly.

"Show me what you'd do if you wanted black to win in ten moves."

Without hesitation, he responds by moving the bishop to take a pawn on the other side of the board.

"But isn't it better to win as quickly as possible?" Scott asks.

"Sometimes," Kitty answers, but that is the only move Ben could have made to win without losing any further pieces. Strategists and tacticians need to know not only how to win, but how to win on their terms. If any of you become X-Men, Ben's the person you'll want directing you in battle."

Kitty gets up from her desk and leads Ben over to the piano. "Do you know how to read music, Ben?"

"My parents made me take lessons when I was little," he says reluctantly. "I was pretty terrible."

"Try playing what you see on this sheet," she says, indicating the notes propped on the piano.

Ben takes a seat and his fingers instantly dance across the keys with the skill of a virtuoso. He looks as stunned as his friends.

"That's awesome!" Warren says.

"Yeah," Alana agrees. "I wish I had math powers!"

Kitty signals for Ben to stop and she addresses all of them. "The reason mutants like Magneto, Professor Xavier and Mister Drake are so powerful is because they've learned how to find the elements they're linked to, and take advantage of them accordingly. Math is your element, and it's everywhere. All you need to do, Ben, is learn how to find it. Do that, and you'll find more power than you ever dreamed."

"Wow," Ben breathes.

"All right, then," Kitty says, satisfied, "It's late. All of you get to your rooms. I'll see you tomorrow." She goes back to her desk to return to her paperwork.

The children file out of the classroom, but Ben hangs back when he reaches the doorway. "Miss Pryde?" he says.

"Yes, Ben?" Kitty says, glancing up from her work.

"I never imagined... Thank you."

Kitty smiles warmly. "You're welcome."

* * *

"Unbelievable!"

The man known as Arcade stalks around a small conference table and slams a handful of files onto its polished wooden surface. At the top of the manila folders are archive photos of the Xavier Mansion and the faces of Pete Wisdom and Peter Rasputin.

"I keep sending her invitations and does she follow up?" he complains. "No! Not even an R.S.V.P. It's almost like she thinks she has better things to do! What's the world coming to?"

The redhead dumps himself into a comfortable office chair and sighs. "Ah, I'm so bored!" Behind him a wall of monitors show recorded footage of heroes and victims confronted with a variety of deathtraps.

From a corner a person, cloaked in shadow, says, "You could kill someone." All that can be seen of the mysterious figure is a feminine silhouette.

"I did that yesterday," he mopes. "It was just the same old same old. I had more fun watching Saw II for the fortieth time. That's why I need _her_. Murderworld needs her."

"Are you certain she knows the invitations are addressed to her?" the other person offers.

Arcade snaps his fingers. "Of course! That's where I've gone wrong. Something like this needs a _personal_ touch!"

He leaps from his seat and rifles through the files on the table. Grabbing one, he says, "Here we go! This one's bound to get her attention!"

On top of the file is a clear picture of Lockheed.

Next: Can Kitty handle the Queen of daytime television?

* * *

Notes:

This issue takes place before the events depicted in New X-Men #24

Kitty's talk show appearances, and her label as the "Face of the X-Men," is what I see as the natural result of her being assigned to answer the media's questions after they complete a mission.

Steve Bartman is the infamous fan who caught a ball that would have been caught by an outfielder, reputedly costing the Chicago Cubs a chance at the World Series. What Kitty _would_ do if she ever met him in person will have to remain a mystery.


	6. A Truth Universally Acknowledged

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 6, April 2006

Cover image: Kitty is standing lock-still in front of a stage curtain. There is a spotlight illuminating her from somewhere above. She is wearing a fashionable blue knit dress that falls below the knee. She has a deer-in-the-headlights expression and a nervous smile is frozen on her face. A studio camera is trained on her, the red light atop it glowing and a live image of Kitty on the lower display. At the bottom of the page is the word "STAGEFRIGHT!"

* * *

Two days ago...

Kitty is looking out the window of Emma's office, one hand holding the curtain open. She appears concerned.

"I can't do it, Emma."

Emma sits at her desk, looking bored. "Of course you can, dear. You've done it plenty of times already."

Kitty sighs. "That was kid stuff, and even then it was torture. This is... this is _her_"

"Katherine, I'm surprised. I thought you were planning to start a career in politics when you..." Emma winds her hand in the air as if reeling in the words, "...'outgrow' all of this. How do you intend to be successful if you can't handle the media?"

"Don't patronize me," Kitty says as she continues to scan outside. "You didn't give me this job to hone my political savvy."

"Of course not, but if the potential exists to find mutual benefit in the arrangement, then it behooves you to- Katherine, would you kindly stop staring out of my window!?"

"Sorry," Kitty says, snapping her attention back where it belongs and allowing the curtain to drop. "It's Lockheed. I haven't seen him in days. I'm worried."

"Oh, I'm sure he's out doing... whatever it is alien dragons do. He'll be back, but in the meantime I need you to focus on the matter at hand."

"Can't we reschedule?" Kitty asks, walking over to Emma's desk and planting her hands against it. "I'm just not ready, and you have to admit this couldn't have come at a worse time."

Emma's face darkens. "I know. However, that is precisely why it's so important that you make this appearance. We were selected as a last minute substitution for a guest who _did_ back out, and another opportunity to present ourselves before a national audience will not come again soon."

Kitty heaves another sigh. "You're right," she finally admits. "Still... Oprah. Can't I just fight Galactus or something instead?"

* * *

O'Hare International Airport.

Kitty is walking through the welcoming area with a suitcase in each arm. She is wearing jeans and a sweater. All around her people bustle about, each one of them in a hurry to get wherever it is that they need to be. Near the main exit, however, is a well dressed man waiting patiently as he holds a small placard that reads, "KITTY PRYDE."

Stan Lee does not present

**A Truth Universally Acknowledged

* * *

**

In one of the mansion's recreation rooms, four of the school's youngest students are making as much noise as possible using a set of musical instruments. They are playing their hearts out, but for fun rather than harmony.

Scott Lightfoot, also known as Lightfoot, on electric guitar.

"The Killers!"

Alana DuBois, Compact, on bass.

"Evanescence!"

Warren Epps, Shortwave, synthesizer, vocals.

"Van Halen!"

Ben Rice, Abacus, on drums.

"The Sims 2!"

With the exception of Ben, they are all horrible, although Warren is using his power to compensate by transmitting whatever broadcast helps them create the most noise.

Ben taps away at his drums like a maniac, every move with his stick note perfect. "Man, this is _way_ better than piano!" he says gleefully.

"KNOCK IT OFF, YOU LITTLE MONSTERS!!!"

Noriko Ashida stands in the middle of the room holding both hands over her ears. The squad leader of the New X-Men looks angrily at them until they all stop playing.

"Are you maniacs trying to set some kind of record for most annoying sound ever?" the blue haired student asks them.

"We were just having fun," Scott says.

"Well go someplace quieter and have fun there!" Noriko commands, pointing out the door. "And get some music lessons before you ever do something like this again!"

"All right, _Your Majesty_. Sheesh!" Warren sneers as they file out of the room.

"You don't have to be so mean, Nori," Ben grumbles.

Once out of the room, the four friends complain more freely. "She sure has gotten full of herself since they made her squad leader," Alana says.

"I saw David pass by earlier," Warren says. "I think she's just looking for a place to make out with her boyfriend."

"Figures," Alana complains. "Those two can't keep their hands off each other."

"Yeah," Warren agrees. "They're almost as bad as- AHHH!"

Warren suddenly hunches over, clutching his head.

The other three immediately come to his side, worried looks on their faces. "Warren! What's wrong?!" Alana asks.

"Uhn," Warren says as he recovers. A trickle of sweat climbs down his forehead. "It's Lockheed." He looks at all of them with a fearful expression. "He's in trouble."

* * *

Hank McCoy and Scott Summers are taking advantage of a rare opportunity to relax in the teacher's lounge together. Hank, still dressed in his lab coat, has his nose stuck in a newspaper while a steaming cup of coffee is clutched in one of his hands. Scott seems to be looking over some records. Suddenly Ben, Alana, Scott and Warren burst inside.

"Professor Summers!" Little Scott shouts.

"I keep telling you if we just teenager-proofed that door..." Beast says into his newspaper.

"What is it, kids?" the Headmaster asks them, setting down his pen.

"Someone's hurting Lockheed!" Alana says. "We have to help him!"

The two teachers both push their seats away and rise to their feet. "Who's hurting him? Where?" Scott says, alarmed.

"Uhm..." Warren balks. "...We don't know, exactly."

Hank sighs. "Here we go..." he says, returning to his seat.

"Ah," the Headmaster says, adjusting his ruby quartz shades, "How is it you know he's being hurt, exactly?"

"Warren picked up a transmission from him," Alana explains.

"You mean like a radio transmission?" he asks incredulously.

"Makes perfect sense," Hank mumbles into his paper.

"Yes!" Warren says. "I don't know how, but it was him and he sounded really bad!"

The man known as Cyclops rubs the back of his head with uncertainty. "I'm sorry kids. Even if Lockheed did somehow manage to send a transmission, how could you know it was him? He can't talk."

"Yes he can!" the four children yell together. "It's just, nobody understands him, cause he's... you know... an alien," Little Scott finishes sullenly.

"Okay, that's enough," he says, having indulged the children as far as he's willing to. "It's time for you to leave."

"But-" Alana starts to protest.

"_Now_." Scott makes a shooing motion with his hands.

The four children sit outside the front doors of the mansion, sulking. "Toldja he wouldn't listen," Warren says.

"But someone still needs to help Lockheed!" Scott says. "Where did you say the transmission came from?"

"I don't know exactly," Warren says. He waves his hand away from the mansion. "A few miles that way."

"That's where Salem Center is," Ben says. "If we were there, I could help you triangulate his position."

"Hey!" Alana says, suddenly excited. "_We_ should rescue Lockheed!"

"No way," Ben says. "That's a bad idea. Do you know how much trouble we could get into?"

"No, think about it!" Alana urges. "If we saved Lockheed, Miss Pryde would just _have_ to make us her sidekicks!"

"She would?" Scott stares at her and slowly brightens. "She would! That's perfect! We've got to do it!"

"I guess we can't just abandon Lockheed..." Ben agrees reluctantly. "But, how are we even going to get there?"

Warren snaps his fingers. "I have an idea."

The others lean in close as he starts to whisper.

* * *

Kitty paces back and forth in the green room, nervously glancing at the wall mounted television, where Oprah can be seen chatting with another guest. Kitty is wearing a blue knit dress that makes her look both mature and stylish, but she looks terribly uncomfortable.

"Stay calm," she thinks to herself. "You can do this."

"Five minutes, Miss Pryde," someone says from the door.

"Thank you," Kitty says and sits on the edge of the room's plush couch. "I am going to choke out there," she thinks miserably.

On the television monitor, Oprah finishes thanking her guest and looks directly at the camera. "Coming up, this amazing teacher has been saving the world since she was fourteen years old. You'll meet her, next."

The audience applauds the show out and Kitty chews her lip. "'Teachers Around the World,'" she thinks, looking at the logo on the screen. "Great, not only am I coming face to face with a personal hero of mine, I get to be the downer of the hour."

She tries to review the advice she got from her friends before leaving. "What was it Hank said about that time he appeared with the Avengers on Letterman? Oh yeah, 'Just let Simon do all the talking.' Thanks a lot."

Kitty suddenly jerks to her feet. "Okay, stop," she thinks. "You're being ridiculous. Oprah's great at putting her guests at ease. It's one of the best things about her. You don't have anything to worry about."

She strides over to the curtain and awaits the end of the commercials. "I am _not_ going to seize up. I am _not_ going to geek out over her. I am relaxed. I am eloquent. I am no stranger to world class celebrities. I am ready."

The speakers on the television signal the return of the show. "Welcome back. We're meeting teachers around the world. Our next guest..."

"Okay," Kitty thinks with a steeled expression. "Let's go."

* * *

"...KITTY PRYDE!!"

At the announcement of her name, Kitty steps through the curtain with a broad and confident smile. She throws a friendly wave at the audience as she marches herself over to where Oprah is waiting to greet her.

They shake hands and embrace before each taking seats next to each other on Oprah's couch.

"So, how long have you been part of the X-Men?" Oprah says, kicking off the interview.

Kitty shrugs. "It's been sporadic, but I first joined them not long after I discovered I was a mutant."

"And that was when you were..." Oprah offers

"...Thirteen and a half years old, yes," Kitty finishes.

"Wow, isn't that amazing?" Oprah says to the audience, who "Ooohs" and "Ahhhs," cooperatively.

"So you're back with them now and you're working as a teacher there," she supplies.

"That's right. I teach advanced computational theory and I act as a student advisor," Kitty answers.

Oprah smiles and says, "So who's easier to deal with, Magneto or a classroom full of teenagers?"

The audience laughs, as does Kitty. "Magneto, definitely," she says with a chuckle. "Say," she thinks, "This isn't so bad after all."

Oprah turns to the camera. "In working with the X-Men, Kitty has seen first-hand some of the most significant events to affect the mutant community, from the discovery of the Morlocks to researching a cure for the Legacy Virus."

Kitty adopts a grim expression. "Here it comes," she thinks.

"I want to get _your_ perspective on a recent event that has sent shockwaves through the mutant community..."

"Well Oprah," Kitty says, starting a rehearsed speech. "M-Day has been a cata-"

The famous host, however, talks right over her as she says, "...and I'm talking, of course, about the miraculous return of one of your teammates: Colossus."

Kitty's expression is stunned. She looks as though she's just been doused in cold water. In a tiny, trembling voice she says "...You are?"

* * *

Oprah seems not to notice Kitty's sudden discomfort and proceeds with the interview.

"From what I hear, you're the one who found him after he was thought dead, is that right?"

"Yes, but-"

"And from what I understand, you've begun dating him. Is that also true?"

Kitty shifts in her seat in a futile search for a comfortable position. "That's really not why I-"

"I'm sure everyone out there is wondering if this means you've found the love of your life," Oprah says. Looking at the audience she continues, "Am I right?" and the audience enthusiastically says, "Yeahhhhh!!!"

Kitty immediately tries to laugh away her discomfort with the question. "Well, I'm not going to start jumping on your couch, if that's what you're afraid of," she says. The audience laughs appreciatively.

"But you did love him once before, didn't you?" Oprah presses. The display behind them shows an image from her early days with the X-Men. The focus is on Kitty, who standing next to Colossus, and looking _very_ cozy with him.

"How old was he at the time? Eighteen? Nineteen? _Very_ precocious of you."

The audience gasps, thrilled and scandalized. Kitty starts looking around wildly. "What's going on?" she thinks. "This isn't right, this isn't-"

"I-i-it was just a silly crush," she stammers. "Nothing happened!"

"Nothing that's any of _your_ business, at least," she thinks.

"I understand," Oprah nods sagely. "You just have a taste for older men. Your last serious relationship was a good ten years your senior." She looks at the camera again. "Secret agent," she says with a conspiratorial whisper and a wink. "Whoo, That's what I'm talkin' about!" She fans herself for a second and the audience responds with delight.

"Ah- The X-Men..." Kitty tries to say.

"There are also rumors that you almost married a Morlock," Oprah continues, relentlessly. "I've got to hear _that_ story!"

"No!" Kitty blurts, forcefully slapping her hand on the back of the couch for emphasis. Oprah stares at her and the audience falls into a stunned silence. Kitty looks around nervously. "I- that is- this isn't what I came here to discuss."

Oprah frowns for a moment before saying, "Of course. You've faced quite a few hardships with the X-Men, haven't you? Moments that have defined your life?"

"Oh, absolutely!" Kitty says. "Finally, the interview's getting back on track," she thinks with relief.

"Are they what led you to do this?" Oprah asks, indicating the screen behind them.

"What-?" Kitty asks, turning. She freezes, her eyes wide and the blood draining from her face.

* * *

There, on the screen, is an archive photo of her holding a big wad of Japanese Yen next to her cheek. She has just stolen the money from an ATM and is fanning it with her fingers with a look of delight. She is fourteen and wearing a garish ice-skating outfit.

"From what I understand, police all over Tokyo were looking for you because of that," Oprah tells her. "Did you ever pay for your crime?"

"That was just a misunderstanding!" Kitty stammers. She starts to huddle toward the edge of the couch like a trapped animal.

"We considered that," Oprah says, "but this wasn't the first time you've used your powers to steal money, was it?"

"What?" Kitty says.

"The first time was in the South Bronx," Oprah clarifies, "when you broke into a convenience store and stole money from a public telephone."

Kitty hunts through her memories in disbelief until the event springs to mind. "That was an emergency!" she blurts. "Lives were at stake!"

"How could she possibly know about that?" she thinks.

"Mmm hmm, more excuses," Oprah declares. "But there's also the matter of your violent tendencies."

Behind them, the wall display shows an image of Stevie Hunter's dance school. "You were seen brawling outside this site in Salem Center, New York several years ago."

"I- I lost my temper," Kitty admits, "But you don't know what he said-"

"Was it anything like what a classmate of yours said when you attacked him on the grounds of the University of Chicago? You were placed on probation and forced to get counseling for that, weren't you?"

"I explained-"

"The truth is you're pretty quick to solve your problems with your fists, aren't you? You even fought with your classmates at St. Searle's School for Young Ladies. It seems classroom environments tend to bring out your violent side." Oprah presses. "With your training and your powers, that makes you almost as bad as the villains you fight. Is it really a good idea to let you influence the next generation of mutants?"

* * *

The boys of Kitty's fan club are gathered next to the heavy fence that surrounds the institute. Large bushes flank them on both sides. They are looking in all directions and appear to be waiting expectantly.

Alana suddenly climbs through the bushes to join them. "Okay, they're coming," she reports. "Let's get into position. You know what to do, right, Warren?"

Warren rolls his eyes as everyone moves to face the fence, he himself dropping to hands and knees. "It was my idea, remember?" he asks, exasperated.

"Just checking," Alana says as she climbs onto his shoulders.

Warren hoists himself back to his feet, holding Alana's legs so that she can maintain her balance. "Why do you have to climb on top of me, anyway?"

"Because you're the biggest," she says nonchalantly. As one they proceed to pretend to be looking through the fence at the mansion.

"You there!" a booming voice suddenly yells from nearby. "What are you doing?"

"AHH!" all of them yell at once. They turn, Alana still clinging to the fence, to see a pair of ONE soldiers approaching them.

"We're sorry!" Alana blurts out. "We just wanted to see the muties."

"I hate to use that word," she thinks, "but it's the only way we can pull this off."

A ONE sentinel stomps into view. \Is there some trouble?\ it broadcasts.

"Are you students of this school?" the soldier asks the kids.

"Huh?" Scott says. "No way! We live in town."

Ben and Warren both make a show of staring at the sentinel. "Those things are really huge!" Ben gasps.

"Check 'em out," the soldier says into his walkie talkie.

"C'mon..." Warren thinks as he squeezes his eyes shut. "Let this work..." The boy reaches out with his power, focusing on the sentinel as it scans him and his friends. "There are so many signals! I hope I can find the right one," he thinks. "There it is!" He seizes the signal with his power and bends it to his will.

The pilot in the sentinel looks at the overlay on his viewscreen as he scans the children. Readouts appear with digital lines leading to each kid. The label on each is, "Human."

"They're clean," the pilot says.

As one, the children mentally breathe a sigh of relief.

* * *

"Look, you kids can't play around here," the soldier tells them. "It's dangerous."

Alana hops down from Warren's shoulders. "Oof! We're sorry. We were just curious," she says as innocently as possible.

"Okay, well, you'd better run along home now."

The children stir the dirt with their toes uncomfortably. "We, uh, kinda walked here," Scott finally says.

"Can you give us a ride into town?" Alana asks him.

The soldier looks at them indecisively.

"Pleeeeease???" the four of them say in unison.

A short time later...

The children are piled inside a small Hummer, Ben in the front passenger seat, the other three in the back with Scott sitting between Alana and Warren.

Scott is headlong into an enthusiastic stream of questions as they drive.

"Do you ever get to drive those robots?"

"How fast can they fly?"

"Have you ever fought Magneto?"

"Do you think I could ever be a ONE soldier? You guys are like, my heroes!"

At this point Alana and Warren both jab Scott in the ribs.

"Ow!" he yelps. "What was that for?"

"Laying it on a little thick, don't you think?" Alana whispers.

"Sorry. Sheesh."

The vehicle rolls to a stop next to a small shop on the main street in Salem Center. "All right, kids. You can find your way home from here."

"Thanks, Mister," Alana says as they all pile out.

"Stay out of trouble, okay?" he tells them.

"We promise," Warren says.

They watch the hummer drive away. Once it is gone, Warren says, "All right, let's go."

* * *

At the studio, Kitty rises to her feet, brewing for a fight. "I've had enough of this!" she thunders. "I don't know if this is a ratings stunt or what, but you can count me out!"

"Kitty, stop!" Oprah calls as she starts to storm off. "I know all of this seems harsh, but we're just trying to help you!"

"We?" Kitty spins and points an accusing finger at her. "What? Are you hiding Dr. Phil in your pocket?"

"Actually, some old friends of yours," Oprah says.

Kitty turns back toward the curtain and her eyes widen in shock. Marching onto the stage in a mad procession are the X-Men, only much smaller. Wolverine, Cyclops, Colossus, Storm, Rogue and Nightcrawler all seem to be roughly seven or eight years old and are smiling broadly as they wave to the audience.

"Ladies and Gentlemen, please welcome the X-Babies!"

"This is not happening," Kitty thinks.

* * *

The X-Babies file onto the couch. Wolvie pauses to stick his tongue out at Kitty. "Hi, Oprah!" all of them say.

"Hi, kids!" Oprah smiles. "So, tell us what you know about Kitty."

Sugah, the child version of Rogue, bounces up and down in her enthusiasm to answer. "Kitty used to play wif' us all the time!"

"What are you talking about?" Kitty says. "I met you _once_!"

"She used to be our _best_ friend," Shower continues. The weather controlling X-Baby hesitates, placing a finger on her chin thoughtfully. "After Rita, of course."

"She kissed me once," Colossosus chimes in. Wolvie and Creepy Crawler both feign gagging as they stand next to him. "Does that mean we're dating?"

"Mmm-hm," Oprah nods thoughtfully. "So, what happened?"

"I'm having a dream," Kitty mumbles. "A nightmare. Any minute now I'm going to wake up and swear off deep dish pizza with anchovies."

"She never comes to visit!" Creepy Crawler complains. "It's like she's forgotten all about us!"

"She's an icky girl!" Wolvie accuses while Shower and Sugar roll their eyes.

"Would you say she's a good influence on children?" Oprah prompts.

"Absolutely not," Cyke proclaims. He starts to tick away a list on his fingers. "She's reckless, irresponsible, violent, dresses funny and the less said about her hair, the better."

"What's wrong with my hair?" Kitty says indignantly.

"She runs around in her underwear!" Wolvie says, snickering. "Ow!" he says the next moment when Colossosus bonks him on the head.

"Hey!" Kitty yells. "You barged in while I was sleeping!"

Oprah crosses her arms and shakes her head sadly at Kitty. "Tsk, tsk. Shameful."

Kitty is about to launch into a defensive rant when her voice catches in her throat. Her eyebrows narrow as she looks more closely at Oprah. The talk show host suddenly looks alarmed and there is a blur of motion. Despite that, her posture and appearance doesn't seem to have changed at all.

"Was that...?" Kitty thinks. "No, that's impossible."

* * *

Kitty glowers deeper. She looks from the X-Babies, to the lively audience and finally back at Oprah. "Well, there's one way to find out," she thinks.

"You know what, Oprah," Kitty says, strolling toward the edge of the stage. "You're right. I really should come clean."

She wanders to the far side of the stage, where a box sits on a table. Inside the box are various exotic preschool toys brought by a previous guest. She reaches inside and pulls out a strange looking handheld doll.

"In fact, I think we should all come clean. Catch!"

Kitty lightly tosses the object at Oprah, who stands and easily seizes it in one hand. "What's that supposed to prove?" the host asks with amusement.

At that moment Kitty tosses two more toys with slightly more force. "I'm not done yet!" she says.

"Eh?" Oprah says. She catches the next two just as deftly as the first. It is only then that she realizes that she hasn't dropped the first yet. Oprah stands there with three arms instead of two.

"Busted," Kitty informs her.

Oprah takes a moment to look guilty. "Oopsie," she says.

"Of course," Kitty thinks angrily, "I should have realized it sooner. If I hadn't been so darn nervous I probably would have."

Oprah's expression turns sinister. "Very clever, Ghost Walker. I knew you would not remain fooled forever." Her body begins to slide and rotate, as if the skin were suddenly liquid. The skin and clothing start to break apart like so much glass, still spinning around an unknown nucleus, until the individual pieces decay so much that they cease to exist. In their place is a new woman, a tall warrior dressed in silver armor and thick boots with white fur leggings. She regards Kitty from inside a horned samurai helmet, but her most striking feature is her set of six arms.

The audience seems to practically shut down, each member growing silent and slumping in their seats, as if suddenly falling into a coma.

"Now, however, you must contend with Spiral!"

* * *

"Actually, I think it's time I was leaving," Kitty says, running for the exit. She gets just past the couch when her path is suddenly blocked by a bolt of lightning and an optic blast.

"And where will you go?" Spiral mocks her. "There's no escaping Mojo once he has you. Soon you will dance for him as we all do, and you will crave both his praise and the cheers of your audience."

"She might be right," Kitty confesses in her thoughts. "Rachel and Betsy barely escaped. What chance do I have? I don't even dare use my power for fear of what Spiral will do with her magic."

"X-Babies!" Kitty cries to the children. "Why are you helping her? I thought you hated that evil tub of lard!"

The children stop and look at each other with a silent question. "Meh," Wolvie shrugs, "Fighting against him wasn't selling well, so we figured we'd join up."

"Why fight?" Spiral asks her. "Mojo gave your friend a pretty new set of eyes. Aren't you curious to see what he has planned for you?"

"Think I'll pass," Kitty says. She tracks the approach of the X-Babies as they close in on her. Storm and Sugah take to the air, hovering at the ready, while Wolvie snaps his claws out.

"Maybe you should reconsider," Cyke tells her.

"If Mojo wants me so bad he can climb down here and try to take me himself," Kitty says defiantly.

"You heard the lady," Cyke says to the others. "Take her."

* * *

The four children are standing side-by-side, looking in the same direction. They have varying looks of doubt and anticipation on their faces.

"Are you sure?" Alana asks.

"Yes," Ben sighs. "Absolutely."

"We didn't come all this way for nothing, guys," Scott says pressingly.

"So, this is the place, huh?" Warren summarizes.

They stand just outside a simple suburban house. The yellow building has one of those generic looks with no real personality, including the green lawn that has been watered and trimmed to perfection. It is two stories tall and a little on the thin side. To the left is a driveway long enough to accommodate two cars, but there is no garage on the property. A heavy floral curtain is draped over the main window and a few feet from the stairs to the front door a birdbath quietly beckons the avian population of the neighborhood.

"...I kinda pictured something different."

Alana steps around to the side of the house. "Hey guys!" the young teenager calls. "This window's open!" She points to a small kitchen window above them that is roughly two inches ajar.

Scott examines the opening with an arched brow. "D'you think we can pry the rest of it open?" he asks.

"Why bother?" Alana asks. Activating her power, she shrinks to the size of a small rodent. "I can fit through the window now, and while I'm like this I can't be hurt. I'm the prefect scout."

Warren leans down and lays his palm onto the grass in front of her. "Good thinking, Compact," he says. She climbs into his hand and he lifts her up to the windowsill.

"I'll just be a moment," she says, hopping onto the windowsill and vanishing from sight.

The three boys run back to the front door and wait impatiently. A few moments later they hear a "Shkkkk" as the bolt slides away and the door swings open.

"It's clear," Alana says, back to her full size. "Let's check upstairs and work our way down."

The four climb to the second floor hallway and see two doors on each side and an open door leading to a small bathroom at the far end.

"The signal's really strong now!" Warren says with excitement. He moves to one of the doors. "I think it's coming from here!"

They open the door and pile in, shocked and vindicated with what they find.

"LOCKHEED!"

Inside a simple bedroom, the little purple dragon is trussed up and abandoned on a queen sized bed. The blue comforter is rumpled, evidence of Lockheed's constant struggles. His wings and snout are bound with rubber bands and he appears terribly upset.

"Whinewhinewhine!"

* * *

Warren, Scott and Alana run to Lockheed's side while Ben wanders the room. "Lockheed!" Alana says with sympathy. "We'll help you!"

"Why didn't he blast free with his fire breath?" Scott asks.

"We'll figure that out later," Warren says. "Just untie him!"

They make quick work, removing the band on his snout and the ties around his legs in short order. They are just finishing up with his wings when the fourth member of their team makes a discovery.

"Hey guys?" Ben says, looking worried. "...What's that?" He is standing in the doorway, pointing into the next room.

The others stop and glace at their friend. Warren runs over and looks inside. "What's wrong, Ben?" He freezes when he sees what Ben was talking about.

There, in the center of the room is a small platform or table. Resting on it is something that resembles a soundboard with numerous dials and switches. There are two numeric displays on it. One is a mysterious sequence with no obvious meaning. The other is all too obvious...

"I've seen one of those before," Warren says.

...A countdown.

00:03

00:02

00:01

"Uh, oh."

00:00

Outside, the small house is suddenly bathed in a blinding white light, like the birth of a new sun. It washes out all else with its brilliance. The next moment the light fades away as if it had never existed. Where the house used to be is only an empty lot.

* * *

Kitty desperately leaps aside as Wolvie takes a swipe at her. "Stop moving around so much!" he says. "I'm trying to slice ya!"

"As if I couldn't tell," Kitty says wryly.

A sudden gust of wind knocks her off her feet. "Whoop!" she says as she begins to fall. Before she can hit ground, however, Colossosus hits her. "Uhn!" she says as she goes flying.

"I'm sorry!" Colossosus calls out. "Do you wanna go out after this?"

"I knew we shouldn't have brought him," Shower says, rolling her eyes.

"Oh, ow!" Kitty thinks. "This isn't good. I'm fighting too defensively, and even as kids the X-Men are too much for me to handle alone."

Creepy Crawler suddenly teleports next to her and starts punching her ineffectually. "I've got her, guys! She's at my mercy!"

"Then again..." Kitty thinks, barely wincing from the ineffectual punches Creepy Crawler throws. She glances toward Spiral, who seems to be observing the battle with no intent to join them. "She might be compelling them to fight. Cut off the head..."

Kitty suddenly leaps to her feet, throwing the blue-furred child away from her.

"Hey!" Creepy Crawler shouts. "You were at my mercy!"

Kitty runs to the left, as if heading away from Spiral, but as Sugah flies by she reaches up and grabs her. "Mind if I hitch a ride?" she asks as she is carried into the air.

"Hey, no fair!" Sugah yells.

"I _am_ being rude, I suppose," Kitty says with a smile. She releases her grip and falls toward the stage. "Guess you can drop me off here, then."

"Keep talking, keep them guessing," Kitty thinks. "Move too fast for them to react. Have to risk a quick phase..."

She vanishes through the stage, leaving the X-Babies looking around. "Where'd she go?" Wolvie says.

Suddenly Kitty jumps up through the stage behind Spiral. One the way up she grabs two of her swords and yanks them out of their sheathes. "Nice swords!" Kitty says, "Mind if I check them out?"

"You wish to cross blades?" Spiral asks. She pulls her other four and bears down on her, swinging them with deadly skill.

Kitty steps away from the attack and raises her own swords, barely managing to parry all four blades. "Ngggh!" she grunts.

"You have some skill, I see," Spiral observes, tossing one sword from a right hand to the free one on the left.

* * *

Spiral performs a savage pirouette, pounding Kitty with two of her right fists. The blow is enough to send Kitty flying and knock the swords out of her hands. "A pity it shall not save you!" she taunts.

The trajectory of Kitty's impromptu flight sends her hurtling toward Colossosus, who is poised with a baseball bat at the ready. "Heh heh. Batter up," he says with an evil leer.

"No choice. Gotta phase," Kitty thinks, and the next moment she passes through the metal boy, but not harmlessly.

"SquAArrKKkk!!" Colossosus' limbs contort into a mangled pose and his mouth gapes as sparks fly from his body.

"Was that--" Kitty thinks as she catches herself from the fall and tumbles safely away. She rolls and spins so that she up on one knee, facing her opponents and ready for the next attack.

It does not come, however, as everyone's attention is riveted to the trembling body of Colossosus. "Does this mean we're breaking up?" he barely manages to utter.

BOOM!!

He erupts in a fiery explosion and everyone withdraws, shielding their faces from the debris. His head bounces past Kitty, shooting sparks from the circuitry inside his neck.

"A... A robot?" Kitty thinks. "That's not-" Her brows descend into a grimace of cold fury as realization dawns on her. "Oh, now I'm pissed."

She stands like a brawler, feet apart. Glaring at Spiral and the remaining X-Babies, she makes a show of cracking her knuckles and says, "I am going to enjoy this more than I really should, but who cares?"

* * *

Sugah takes to the air and launches herself toward Kitty, yelling, "You 'sploded him!" Her long hair is blown back by the momentum, the white stripe in her hair weaving back and forth.

Shower flies in pursuit. "Sugah, wait!" she calls in warning.

It's too late, however. The southern X-Baby thunders toward Kitty, who calmly waits for her approach. "Funny thing about velocity..." Kitty says. At the last minute, Kitty swerves, catching Sugah by the arm as she flies past her.

"Hey! what-" is all Sugah has time to say.

"...all it takes is a nudge in the right direction..." Kitty says, twirling with Sugah in tow like a discus thrower. "...and instead of being your enemy..." Shower tries to slow her own approach, but Kitty swings upward, phasing Sugar through her elemental teammate. They both begin to spark immediately, but to complete the destruction, Kitty releases her grip on Sugah midway through the pass, causing Sugah and Shower to fuse together.

"...it becomes your tool."

"AHHHH!!" Shower says before they're both enveloped in fiery explosions. Their momentum is enough to carry the blast a safe distance away.

"Now it's just us boys," Wolvie says eagerly.

"Nuh-uh" Cyke says. "Spiral's a lady."

"Aw, she don't count."

Creepy Crawler jumps into action. He vanishes with a BAMF! And reappears to Kitty's left, hovering in air as he punches her in the shoulder and bamfs away before she can respond. The punch, however, is still not enough to hurt.

"Let's see you use..."

Her right shoulder.

"...your stoopid phasing power..."

Her shin.

"...if you don't know where..."

His next punch is thrown at her face, which she deftly avoids.

"...I'll strike next!"

He stops and looks around at the empty stage. "Hey, where'd she go?"

"Nice going fuzzy," Wolvie complains. "You made so much smoke she disappeared!"

Slender hands reach up from the floor beneath Wolvie. Suddenly, they grab his outfit by the waist and yank down, pantsing him. "Hey!" he yells, and when he sees his pants around his ankles and his Incredible Hulk underoos for all to see, he blushes scarlet and modestly blocks the view with his hands and claws.

"Hahahahahaha!" Creepy Crawler laughs. He rolls on the floor, clutching his chest and laughing. "I see London, I see France. I see Wolvie's- Urk!?!"

Kitty's hand suddenly phases through the floor and Creepy Crawler's chest. He is already sparking violently when the hand withdraws.

BOOM!

Kitty rises from the floor near Cyke, who steps back cautiously. "I'm ready for you, lady!" he boasts.

Kitty steps toward her and suddenly points over his shoulder. "Look! It's Jean Grey!" she says.

"Pfff! I'm not falling for that dumb trick."

She points over his other shoulder. "The ice cream man!"

"Where?!" Cyke spins around happily, but of course nothing is behind him. "Oh, darn," he says as Kitty phases a kick through him.

BOOM!

By then, Wolvie has his pants back up and runs toward her. "I'll get you for that!" he yells.

"Robot or not," Kitty thinks, "those claws will still cut me if I'm not careful." She retreats to the couch, using it as a barrier between them.

"Stop running!" Wolvie yells as he tries to chase her, but she always manages to keep the couch between them. "Fine!" he says and jumps onto the couch to climb over it to get at her.

Kitty smiles.

"What?" Wolvie says, pausing.

Kitty obligingly points down, revealing that her other hand is resting on the couch.

"Uh-oh."

* * *

The couch is suddenly phased and Wolvie falls through it.

BOOM!

Kitty steps around the couch and calmly walks toward Spiral. The tall woman holds two arms out, swords at the ready, while the other four spin their blades in a menacing whirlwind of motion.

"I warn you," Spiral says, "come no closer!"

Kitty approach continues unabated. "Sorry, 'Time Dancer,' I've had my fun..." she says.

Spiral slaps two swords together, interlocking her fingers. An orb of green energy forms around her hands and then spills out as a blast of concussive force. For all its power, however, it passes harmlessly through Kitty.

"...but now it's time for me to get serious..."

She walks through Spiral as if she wasn't even there. The armored woman's head spins and her entire body trembles as sparks fly from it. "HRRReeeeeeAAAAAoooOOO!!!"

"...and deal with the brains behind this madness."

Spiral convulses with increasing ferocity until she almost keels over, but she explodes long before that can happen.

WHA-BOOM!

Kitty phases through the wall, leaving the studio in silence.

* * *

_So it turned out _not _to be Oprah or Mojo. I should be relieved, but I'm not._

From the perspective of somebody walking the halls of the studio, the place seems quiet, dim, empty. Doors are shut on either side, and there are no sounds of activity or occupation behind them. It does not seem like an abandoned office, merely closed for the day.

_I'm basically just trading one set of problems for another. At least that bloated maniac, Mojo, would have only wanted to exploit me for ratings._

Around a corner, the hall ends at a door labeled, "Observation Room."

_Instead, my life is in actual danger. There's only one person who would have gone to such lengths to get me here._

The door opens outward, giving a clear view of the room inside. The entire back wall is dominated by a mosaic of monitors. Each one shows a different display of violent activity. The control panel below the monitors stretches from wall to wall and is alive with blinking lights and pulsing graphs. A massive executive chair turned toward the back wall bars most of the control panel from view. A shoe can be seen just at the edge of the chair, tapping rhythmically.

_Only one person insane enough..._

The chair spins to face the door. Seated comfortably, with one leg slung over his knee, is a red-headed man with a boyish face. He is wearing a ridiculous white suit with an even more absurd bow tie accented with yellow polka dots.

"...ARCADE!!"

Kitty stands in the doorway, fists clenched at her sides. Her eyes promise blood. Her face is scowling.

"Hi there!" Arcade says in a sunny voice. "Happy to see me?"

* * *

Kitty closes in and hauls him up by the collar. "You little runt! I am sick and tired of your psycho games!"

Arcade holds up his hands in a calming gesture. "Temper, temper! Is this any way for a guest to behave?"

"Guest? You kidnapped me!" Kitty hollers.

"Did not," Arcade sniffs. "You came voluntarily."

"Because you lied! You couldn't even face up to your own lie, you had to hide behind some stupid, fakey Mojoverse."

"Look, I can tell you're a little excited. Why don't you have a seat and settle down." He indicates a table setting off to the side of the room. It is a simple card table, with two folding chairs, but a white table cloth has been draped over it and a bottle is chilling in a bucket of ice while two glasses wait to be filled.

"I brought champagne."

"I'll show you pain!" Kitty growls, pulling back a fist.

"All right! All right!" Arcade relents. "Look, you won, okay! Sheesh!"

Kitty gives him a hard look, but eventually hurls him back into his seat. "Ah, you're not worth it," she says. "And I'm not drinking anything served by you. It's probably poisoned, anyway."

"No manners at all," Arcade complains as he readjusts his collar.

"Yeah, well, I've told you before that I'm no lady," Kitty says.

"And I'm no gentleman," Arcade finishes. "It'd be a shame to let it go to waste, though." With that, he walks to the table, removes the cork and pours himself a glass.

* * *

"Do you think this is funny?" Kitty demands, leaning on the table with one hand.

"Oh no," Arcade says, lifting his glass, "I'm seriously impressed with you. You truly are a worthy opponent in every sense of the word."

"Is that what this is all about?" Kitty complains, "The challenge? Do you have any idea how sick that is?" She moves around the table and jabs a finger at him. "This has to stop, Arcade. You've crossed the line."

Arcade steps away from the table, as much to get away from Kitty's accusing finger as to stretch his legs. "Oh, come on. You can't tell me that wasn't fun."

"The heck I can't!" Kitty fumes. "I mean it, Arcade. I'm tired of you always trying to kill me!"

"Kill you?" Arcade says incredulously. His whole body starts to quiver. "_Kill_ you?" He throws his head back and howls with laughter.

"What's so funny?" Kitty says, both angry and cautious.

"Oh, Kittykitten," Arcade chuckles. "Oh, my dear, sweet Shadowkittycat." He reaches into his coat as he looks at her with a broad, maniacal grin. "I don't want to kill you..."

* * *

Arcade is on one knee holding out an open ring case to Kitty. His maniacal smile seems to run from ear to ear. Kitty is gaping at him with shock and horror while one hand covers her mouth.

"...I want to _marry_ you!"

Next: Lady Arcade?

* * *

Notes:

This issue takes place before the events that kick off the Civil War crossover event.

A lot of people liked that Kitty was thinking of going into politics, so I decided to connect it to the PR work she's doing for the X-Men. Me, I think a brilliant mind like hers would be wasted running for office.

Lockheed is calling for help using whatever trasmitter he's using to communicate with Agent Brand of S.W.O.R.D.

* * *

**The Cat's Meows**

**Glad to see that somebody has gotten a decent Kitty Pryde story out. There are so few of them. Your in-depth analysis of her character and those around her is amazing. You definitely know what you're talking about. Even though I am not a Pete Wisdom fan, I enjoyed that chapter a lot. It certainly payed homage to their relationship. I also like the new concept of describing what the cover of the comic would look like. That's very awesome. (What would you think about a Michael Turner or Greg Horn cover?) I only have two questions (amazingly). The alien with the green hair, am I assuming correctly that she looks similar to Cerise? Also, the picture that Kitty has of her doppleganger, isn't that her Age of Apocalypse form?  
Other than that, all I can say is keep writing. You're very gifted.**

**Kitty Rasputin**

Thanks, Kitty! A Turner or Horn varient may indeed pop up in a later issue. As to your questions: Yes, the alien is indeed intended to resemble Cerise, and we certainly haven't heard the last from Anticipation! As for the doppleganger Kitty's chasing, the picture is actually the look she briefly wore during the Revolutions event, as seen in X-Men 100. As for Kitty's relationships, it looks like her troubles are just starting...

**"I kill at Halloween parties."  
Love that line. :-) Actually, the whole scene with Frost was classic Kitty.**

**Good job, once again. I am really enjoying your stories. Can't wait to see if she survives the dreaded Oprah!**

**Tygie Bard**

Well, Tygie, we now know it wasn't really Oprah at all, not that the truth has worked out better for her. If she ever does meet the real deal, however, I'm sure she'll be much better prepared!


	7. Lady Arcade?

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 7, May 2006

Cover image: Kitty and Arcade are side by side, supporting each other with arms around their shoulders as they laugh themselves to tears. Kitty is wearing a women's cut of the same white suit Arcade wears, complete with yellow bow tie with red polka dots. The bottom of the page is split four ways, with each section showing Kitty's students in different perilous situations. Compact is trapped inside a glass tube. Shortwave is floating in a room with static playing all around him. Lightfoot is standing in a wide hallway, ducking lasers that fire at him from all directions. Abacus is clinging desperately to a sinister mechanical bull. A small golden banner beneath the title logo reads "Countdown to the Wedding of the Century?"

Kirayoshi Varient: Kitty stands before an army of duplicates of herself, all wearing costumes she has worn in the past. They do not acknowledge her presence and seem to be staring blankly forward. In the front row is a very young Kitty wearing the classic yellow and black X-Men training uniform. Next to her is one wearing the blue Shadowcat costume she favored in Excalibur. After that is a clone with her hair cut short and wearing the more aggressive costume of hers from the Neo Saga. The final Kitty in the front row is wearing the outlandish rainbow costume she put together when she first started designing her own. The real Kitty looks over her shoulder and says, "Wow, I really don't have any fashion sense at all, do I?" Beneath the artist's signature are the words, "After Cassaday."

* * *

Arcade is on bended knee, dressed in his usual outfit, holding out an open ring case with one hand. Inside the box is an impressively large diamond engagement ring. Kitty has taken a step back, and recoils from him, her hands raised in a warding gesture as if she had just bumped into a spider dangling near her face. She is wearing a blue knit dress that falls below her knees.

They are inside the observation and control room of a small television studio. Behind Arcade is a wall of monitors stacked above a wall-to-wall control panel. The panel has dozens of lights, switches, displays and buttons. Near the plush chair Arcade had been sitting in is a microphone mounted to the panel by a bendable rod.

"Katherine Leeann Pryde," Arcade says to her, holding his other hand over his heart, "will you make me the happiest man in the world?"

Stan Lee does not present

**Lady Arcade?

* * *

**

"Oh my God!" Kitty says when she finally finds the words to speak. "You're crazy! I mean, in addition to being insane and psychotic!"

Arcade beams. "I knew you'd be overwhelmed!"

"I'm disgusted!" Kitty clarifies. "I'm going to need a week-long shower after this just to get my skin to stop crawling!"

"I can help!" Arcade offers. "I'm a whiz with a loofah!"

Kitty takes another involuntary step back. "Ugh! Could you possibly be more revolting?" She suddenly thinks better of her question and adds, "Don't answer that!"

Arcade moves back to the card table in the room. He sets the ring case down next to a bucket of ice that is on the table, chilling a bottle of champagne. He chuckles and says, "Don't you see, Kitty? Ever since you reprogrammed Murderworld I knew you were special. You have the _spark_. Someone with a mind like yours would be just the shot in the arm Murderworld needs!"

Kitty's face drops, her revulsion ebbing away. She looks at Arcade with contempt. "I'm not like you, Arcade. I don't murder people."

"Liar, liar!" Arcade says, whipping one finger up. "A number of people have died at your hands, my dear. It's no use pretending you're not ruthless. Not to _me_."

"That's rich coming from a professional assassin," Kitty counters. "You wouldn't know the difference between self defense and murder if it walked up and bit you!"

"First showers, now biting. I like the way you think," Arcade purrs. Kitty makes a gagging noise the short redhead overlooks. "But I digress. Of all the victims of Murderwold who have escaped, which is far too many, you are the only one who knows how to play my game better than I do. I admire that. As they say, 'If you can't beat 'em, join 'em,' and a fella's got to think about settling down sometime. This way I get to kill two birds with one stone. So waddya say? Shall I make an honest woman of you?"

"Get stuffed," she answers flatly.

* * *

Arcade barrels on as if he hadn't heard Kitty's retort. "Now I don't expect you to make your decision right away..."

"No!"

"I like your enthusiasm!" Arcade praises her, shooting her with finger guns. "But really, you should consider-"

"Arcade, no! The answer is 'No,' and it's never going to change!"

The villain looks at her with a wistful expression. "But we're perfect for each other! Two brilliant but unattractive souls..."

"_Unattractive_?"

"...all alone in the world, neither complete without the other..."

Kitty growls in frustration. "I'm hardly alone in the world, and I already have a boyfriend. You might remember him. Big guy. Turns into steel. Likes to break annoying runts like you in half..."

"Oh, he hardly counts," Arcade scoffs. "He doesn't even hold your hand without you suggesting it first. I was doing you a favor when I tried to get rid of him."

"You tried to get rid of Peter!?" Kitty blurts, outraged. "When?"

Arcade just shakes his head in disbelief. "Kitty Kitty Kitty, where has your mind been? I've been trying to free you from _all_ your trivial distractions for weeks! Haven't you liked my gifts?"

"Gifts?" Kitty says. "What gif-" she freezes as the connections are made.

A stream of memories play like ghosts. Little puzzle pieces finally coming together.

_Kitty, wearing a horrible yellow dress as she prepares for her date with Peter, reads from a card she found in a massive pile of gifts: "A small tribute of my undying love. Signed: Your Secret Admirer."_

_Kitty stands before an enraged Colossus, locking him in place with her phasing ability. She is watching a projection emerging from the armor of the alien known as Anticipation. "Some kind of corrosive."_

_Kitty and Pete Wisdom are bound together with thick rope while a blonde woman in a business suit traces a finger along Pete's shoulder. "There are... other parties interested in Mr. Wisdom."_

_The blackbird soars toward Xavier's Mansion in the pre-dawn blackness. \Their instructions came through third-party channels, so we still don't know who hired them.\ _

Kitty stares at him in disbelief. "You? That was all you?" Her fingers twitch back and forth as she fights the urge to claw at him. She gives him a hard look. "You have no idea how grateful you should be that none of those attempts succeeded. I'm getting out of this place, and I'm going to do my level best to pretend this never happened. And for the record, I would never marry you. Not even if you were the last man on Earth!"

Arcade frowns and heaves a sigh. "I was afraid it would come to this." He strolls over the control panel and flips a switch.

* * *

"You do realize that refusing me will come with consequences, don't you?"

Kitty's eyes widen in horror as she takes in a series of images playing on the monitor screens.

The screens spill into each other to display four separate feeds. On each is a different image of her students, each in a different perilous situation.

Ben Rice, codenamed Abacus, is sitting on a sinister looking mechanical bull in the middle of a giant room. The bull is several stories in the air, held aloft by a long steel pillar. The room itself is cylindrical, and a small walkway runs the length of the room at the same level as the bull. Four thin bridges made of steel grating connect the walkway to the pillar. A closed door is visible from it. At the bottom of the room are rows of deadly spikes.

Scott Lightfoot, codenamed Lightfoot, is on the far end of a long, wide hallway with a row of lights running along the ceiling to the other side, where a wooden door beckons. There are no windows or doors anywhere else on the clean walls, not even shoe molding. The floor, however, is littered with very obvious pressure plates, outlined with clear breaks to show their dimensions.

Alana DuBois, codenamed Compact, is inside a giant glass bell jar hung like a birdcage. Several feet below her is a pool of bubbling, clear liquid.

Warren Epps, codenamed Shortwave, is floating in a room of indeterminate size because running static is playing on all the walls of the room. He is clutching his head in obvious pain.

"They're... they're just children," Kitty whispers.

Arcade drops himself into his plush chair and pulls his hands behind his head as he makes himself comfortable. "So, let's discuss the guest list- HRKKK!!!"

Kitty hooks a hand around Arcade's throat and shoves him deeper into the leather cushions of the chair. "Release my students right now," she says in a voice hoarse with rage, "or I will reenact my favorite scenes from 'Kill Bill' all over your body!"

"Urk..." Arcade chokes until Kitty loosens her grip enough for him to speak. "You're not exactly in a position to make threats,"

WHAM! Kitty jabs Arcade in the face. "Oh, really?"

"Ow!" Arcade yelps. "You're not supposed to-"

WHAM! Another jab. "Let them go."

"Ow! This isn't how-"

WHAM! "_Now_, dammit!"

"WOULD YOU CUT THAT OUT!?"

"Don't mind if I do," Kitty says and snaps her hand toward him like a snake. The motion is so quick it barely registers.

"AAHHHHHHHHHH!!!"

Arcade clutches his face and writhes in agony. "MY EYE!! YOU TOOK MY EYE!!!"

"That's right," Kitty says, holding her prize aloft, "and I'll take the next one if you don't- eh?" She pauses as she looks at the eyeball and finds that instead of nerves and tissue protruding from it there are wires.

* * *

"ANOTHER ROBOT?!?" Kitty yells. She seizes a handful of Arcade's red hair and scalps him the hard way. The faux flesh rips away, revealing hard steel, circuits and blinking lights.

"Something of a precautionary measure," the robot says, no longer acting like it's in pain. "You're simply too violent to risk letting close until you realize I'm the one calling the shots."

"Shoot this!" Kitty says and tears the robot head completely from its shoulders. She yanks the body out of the chair and takes the seat, perusing the control panel.

The monitors suddenly change into a full wall display of Arcade's grinning face. \Push all the buttons you like. You won't find any master controls there, luv,\ he broadcasts.

"Stop this, Arcade! They're just children!"

\Oh, stop overreacting. None of those traps are guaranteed to kill them. If they figure a way to escape, or just stay put they'll be fine. Of course, you could end this all yourself. Say the word, sweetie, and not a hair on their little heads gets hurt. Or, sit back and enjoy the show, it's your choice.\

"Forget it," Kitty says, leaving her seat and heading for the door. "I'll rescue them myself."

\Good luck finding them,\ Arcade taunts. \You've got a lot of ground to cover, and not much time. These are teenagers, after all. Not exactly known for their patience and wise decision making skills.\

Kitty pauses at the door for a moment. Saying nothing, she spins on her heels and walks back into the room. She seizes the robot Arcade's head in one hand and lifts the body by the belt with the other. She pulls back with the head and aims.

CRUNCH!!

Kitty stands, pats her hands for a job well done and hurries out of the control room.

The image of Arcade plastered on the monitors looks down to examine the result of Kitty's actions. \Now _that_ was uncalled for,\ he frowns.

* * *

Little Scott Lightfoot shakes his head as if waking himself up. "What happened?" he thinks. "Last I remember we were rescuing Lockheed and there was this big, bright light. Now I'm here, wherever 'here' is."

He jumps when a booming voice plays over unseen speakers. \Hello there, Lightfoot! Welcome to my playground. I know it doesn't look like much right now, but looks can be deceiving!\

Scott looks around him, confused. "Who said that?" He calls.

\What, they don't cover me in the first semester?\ the voice answers. \I'm insulted. The name's Arcade, and I just love having guests over for game night! You, for example, can stay right where you are and nothing horrible will happen to you at all. However, if you feel like playing, all you have to do is get across this hall. But watch your step! You never know what will happen if your foot lands in the wrong spot!\

The voice trails off into sinister laughter. Scott looks at the floor carefully. "Pressure plates all over the floor," he thinks. "This guy sure hasn't done his homework..."

The boy confidently steps forward, boldly walking onto the first pressure plate. His power, which renders him weightless to all electronic and mechanical sensors, prevents the plate from descending, as if he did not even exist.

Unfortunately, the moment the step is complete, a panel slides open on each side of the hall, revealing laser ports, which fire at him, BZAT!

"Yahhhh!" Scott yells, jumping back and barely avoiding the lasers. When he lands on the far side of the floor, the guns retract and the wall panels close.

"That's impossible!" Scott thinks. "There's no way it could have known I stepped on that plate. My powers are still working, and the floor didn't even budge a little!"

He examines the plate more carefully and quietly muses, "Unless..."

The boy removes one of his shoes and tosses it onto the plate. He hears a soft CLICK noise as the floor registers the shoe's presence, but nothing happens.

"I see," Scott thinks. "They work in reverse. Placing weight on them is the only safe way across. To win this, I can't use my power."

Moving closer to the edge, he takes a tentative step forward. "Sure hope I'm right," he thinks. Another step and he is completely on the plate, knees bent so he can jump back in an instant.

Nothing happens.

"All right!" Scott cheers. He retrieves his shoe and places it on his foot. That done, he strolls across the floor without incident and opens the door when he gets to it.

"That was pretty easy," he thinks. "I sure hope the others are okay."

* * *

Warren floats helplessly through the air in obvious discomfort. All around him he can see nothing but static, as if he was inside a television that had lost its signal.

"So much noise!" Warren thinks. "Coming from everywhere. I can't make any sense of it and it's splitting my head in two!"

\Uncomfortable, Shortwave?\ a voice suddenly broadcasts. \That's because this room is something of a signal dump. For you it must be a bit like what telepaths go through when they're in a crowded room. I know it's uncomfortable, but if you stay put, I promise that's the worse that will happen.\

"Who was that?" Warren thinks. "Ah, who cares? This place is driving me crazy. There's no way I'm sticking around here. I can't even tell the floor from the ceiling. Is this some kind of anti-gravity chamber?"

Warren winces as another wave of broadcasts sweep through him. "Ahh, I can barely think! There's no way to filter them out, and there's too many to take control of!"

He squeezes his eyes shut to block out the sight of the screen noise. "That's a little better. If only there was some way to shut the audio off, too!"

Reaching out with his power, Warren focuses through the jumbled signals until he finally manages to isolate one of them. Seizing it, he follows it to the source and mentally hammers it until it switches off.

"It worked!" Warren thinks, but his celebration is short lived, as all the other signals suddenly double in volume. "AHHHHH!!!!" he cries out. "Make it stop! Make it stop!"

He opens his eyes and looks around. "I have to get out of here, but where do I go? All I can see is white noise." He pauses as an idea passes through him. "White noise! Of course!"

He reaches out once again, but this time with a specific target. It does not take him long to find what he's looking for, and when he does he locks onto it for all he's worth. The pocket of white noise washes through him, and he reinforces it, letting it drown out the other signals until they are barely more than a dull hum in the back of his mind.

Breathing a sigh of relief, he looks around. "Well, that helps. Now I just need to 'change the channel' on these walls and I'll know what the room looks like. Reaching out again, Warren locates the feed coming into the visual broadcast and tweaks it slightly.

Instantly the static changes into a steady display of color bars. The vertical stripes create clear borders that reveal the room to be fairly small, about the size of a bedroom, and Warren finds that he is hovering a mere five feet or so from the ground.

"Awesome!" he exults. "Now I just need to figure out a way dowwWWWWW!!!"

Gravity suddenly kicks in and Warren makes an unexpected and bruising trip to the floor.

"Ow!" he says, rubbing his shoulder.

Just behind him, a portion of the wall dislodges and swings toward him, forming a doorway. Scott pokes his head through and looks in. "Warren, is that you?"

"Scott!" the older boy says. "Am I glad to see you! Where are the others?"

"I don't know. You're the first one I've found."

"Well come on, then!" he says, pulling him out of the room. "Let's go find 'em!"

* * *

\Hello, Abacus,\ Arcade's voice sounds in the room the boy has been placed in. \I understand you're pretty good at math, so I've got a puzzle for you. It's right in front of you.\

Ben is tightly clutching the grip at the front of his saddle with both hands, but he does as instructed and looks down to see a square depression just inside the edge of the mechanical bull. Inside it is a puzzle cube with all the color squares mixed up.

\I wouldn't dismount just yet. Otherwise... SPLAT! But, if you take that cube and solve it, the bull will let you off as gently as a lamb. There's a catch, though. Once you take the cube out, the bull will buck as violently as the cube is mixed up. So the question is: Can your hands move as quickly as your mind? Good luck!\ There is wild laughter and the transmission cuts out.

Ben sits calmly, looking at the cube, but not moving toward it. He says nothing, as if he were meditating, or bored. Suddenly he lashes one hand out and snatches the cube.

The mechanical bull immediately responds, bucking to the side, but Ben clings to the harness with his other hand. With firm decisiveness, he winds up his fist and chucks the puzzle cube at the floor with all his might.

The cube sails to the floor, past the deadly metal spikes and shatters into dozens of pieces when it hits the ground. The bull lurches forward before making a loud grinding sound and stuttering to a halt. A puff of black smoke emerges from the back of the broken beast.

"Just as I thought," Ben thinks. "Shatter the puzzle beyond repair and the bull overloads. Simple."

Ben, still looking bored, calmly dismounts and crosses one of the metal bridges to the door at the other side of the room. He opens it and steps into a strange hallway with rows of doors running the length of it.

"Ben!" someone shouts from behind him. He turns around and sees Warren and Scott running towards him.

"Guys!" he says, smiling with relief. "You're okay! But where's Alana?"

"We don't know," Warren says, "but she's got to be behind one of these doors. I just hope Lockheed got away."

"Who's doing this, anyway?" the mathematical mutant asks.

"Some guy who calls himself Arcade," Scott answers. "I bet Alana knows all about him."

"All right then," Warren says with a serious look. "Alana's probably already figured out a way to escape her trap, then. Once we meet up with her she'll be able to help us get out of this place."

"Are you sure she's okay?" Ben asks in a worried voice.

"Of course," Warren says confidently. "Besides, what's Arcade going to do..."

* * *

"...nothing can hurt her, remember?"

Alana stands inside the glass jar looking nervously at the clear and bubbling liquid beneath her. The bottom of the cage is made of crisscrossing thin metal wire, like a fence laid on its side.

She takes a step forward. "Wah!" she cries as her leg flies up. She falls backward and crashes onto the cage bottom with an unnerving rattle.

\Whoopsie!\ Arcade's voice rings out. \Better watch that floor. It's all greased up!\

"Wha? Who are you?" Alana calls out. "What's going on?"

\As I happily informed your younger classmate, my name is Arcade and-"

"Gasp! You're the villain who brainwashed Miss Pryde into thinking she was your daughter!" Alana announces in a rush.

There is a brief pause of silence. \Um, noooo, you must be thinking of someone else, kid.\

"Nuh-uh!" Alana insists. "You're... you're a cyber-ghost!"

\Ahem,\ Arcade coughs, \Moving right along. In case you were wondering about the lovely bath I've prepared for you, Compact, it's liquid nitrogen. You'll be safe as long as you stay in your cage like a good little birdie. I'm even pumping fresh breathable air in there for you. I'd be careful if you try your shrinking trick however. That floor might be hard to hold on to, and you may survive a dip in the pool, but you won't be going anywhere! Have fun!\

The transmission cuts out and Alana crawls over to the edge of the glass and presses her hands and face against it as she stares hungrily at the nearby door. "What do I do?" she says.

Just then the door opens and her three friends burst into the room. "Alana!" Scott yells.

"Be careful!" she warns them. "Don't get too close to the edge or you'll be killed!"

They stop a safe distance and look at her in her glass cage. Warren says, "You're not that far from the edge. Maybe we can reach it."

"No!" Alana says. "It's not safe!"

"But we have to do something!" Ben insists.

Alana scoots back a bit and grabs hold of the floor with her hands. "Maybe there is something, but I'm going to need your help Warren. Can you find a high pitched frequency?"

Warren hunts around with his power and says, "Yeah, but are you sure you want to do this?"

"It'll work," Alana says.

"What will?" Ben says. Just then Alana thrusts herself forward, and the glass cage begins to swing. "No! You can't!" he yells.

"Just get ready, Ben," Warren tells him.

Alana continues to swing, gaining more momentum with each pass. Soon the arc brings it a mere foot or two away from the floor of the room. "All right, Warren, do it!"

At the signal, Warren opens his mouth and broadcasts a loud, shrill and continuous high-pitched note. Thin cracks appear on the glass surface and grow in ugly spider web patterns. "It's working!" Alana says excitedly. "Just a little more!"

Warren stops to take a breath. "Take cover guys," he warns, and releases another intense burst as the cage swings forward again.

SHRAK!!!!

The cage shatters in a blinding spray of glass shards. The boys all dive away from it, shielding their eyes and skin from the sudden deadly shower. When the sound of falling glass finally ends they peek out and see the results of their work.

The floor is littered with glass, and just past the floor's edge the fence bottom slides slowly into the hissing liquid. Beyond that, nothing else.

"ALANA!!!" Warren exclaims.

* * *

Warren scrambles on all fours toward the edge of the floor. "ALANA! No, don't die!!" He grabs the fence bottom and starts to pull it back up. "Help me, you guys!" he calls to Ben and Scott.

SNAP!

The frozen fence breaks in half and Warren falls backward onto the floor. "NOOOO!!!!" he shouts. Warm tears begin to well up around his eyes.

"What are you shouting about, Warren?"

He spins around and sees Alana standing between Ben and Scott. "Alana! But how-"

"I shrank when the glass broke," she explains. "You didn't think I'd stay vulnerable inside an exploding glass cage, did you?"

Warren is speechless for a moment. Then he glowers and finally says, "C'mon, let's just find a way out of this place!"

Elsewhere...

Kitty watches one of the wall mounted televisions set throughout the complex, observing with satisfaction the children overcoming the final obstacle. "Yes!" she says, pumping a fist in celebration. "Looks like you underestimated my kids, Arcade! Maybe that'll teach you to take 'No' for an answer!"

\You think it's over, Kitten?\ Arcade broadcasts, returning the taunt. \That was just the opening act. You won't be so coy when the main event kicks in.\

She grimaces at his words. "Shoulda known it wouldn't be that easy," she mumbles. Kitty dashes down the hallway at a full sprint. "I just hope I find them before they get into _real_ trouble.

Somewhere else on the complex, a door opens into the grounds of a bright carnival, with food stands, games of chance, rides and balloons in every direction.

The four students step cautiously through the door, watching carefully for any sign of attack. "What is this place?" Ben asks.

"It's called Murderworld," Alana explains. "This is where Arcade kills all his victims. It may look like an ordinary carnival, but everything here has a deadly twist."

"HELP!"

Scott's head snaps to the left. "Did you guys hear that?" he asks.

"Please help me!"

"Yeah, it sounds like we're not the only ones Arcade's got today," Warren says.

Scott looks anxious as he turns back to the others. "We've got to save them!" he insists.

"It's coming from that way," Warren says, pointing past the novelty photo booth. "Let's go!"

Warren, Scott and Ben take off at a flat run, while Alana shouts, "Wait! It could be a trap!" When they don't respond she simply mutters, "Boys!" and runs after them.

After rounding a few more stands they turn a corner and find the source of the cries. Huddled tightly against a wall is a thin girl no older than Alana. She is wearing a blue leotard and has a thick head of curly brown hair. She is covering her face and appears to be weeping.

"Don't worry!" Warren says just as Alana catches up with them. "We'll save you. We're the good guys."

The girl lifts her head out of her hands and looks at them with deep brown eyes.

Warren, Ben, Alana and Scott all gasp in astonishment. "M-Miss Pryde?" Warren says uncertainly.

"Kitty," the girl corrects.

* * *

The girl rises to her feet and runs into a stunned Warren's arms. "Thank you so much!" she cries.

Warren looks helplessly at the others, but Scott glares at him with naked jealousy and Alana seems pretty upset herself.

"If you're done _molesting_ her," Alana says archly, "We should be working on a way out of this place."

"Why couldn't she run into my arms?" Scott mutters sullenly.

"Okay- uh, Kitty," Warren says. "You can let go now."

"Thank you for helping me..." the girl says without disengaging.

Warren grunts uncomfortably. "You're squeezing me a little tight, there."

"...helping me find you!" She finishes and presses her arms together with crushing force.

"Ahhhh!!" Warren screams. "Get her off me! Get her off me!" He tries to whirl around to throw her off, but her grip is unbroken.

Ben, Scott and Alana all dive on the pair, struggling to pry their sudden attacker away. "Let him go!" Ben yells.

All of them fall into a heap, full of flailing limbs and desperate grunts. Ben manages to get one of his hands locked around an arm. "I've got her!" he announces.

"So do I!" Alana yells. "Pull!!"

Just then they succeed in breaking the homicidal Kitty's grip and fly apart, landing several feet from each other.

"Ohhh, I suddenly feel like a tube of toothpaste," Warren complains as they come to their senses.

"Guys," Ben warns. "We're not out of trouble yet."

Not far, the young Kitty is crouched like a jaguar, ready to strike. She has one hand curled into a clawed fist as she leers at the others. Having spoken, Ben becomes her target of choice, and she flings herself through the air at him.

"Look out, Ben!" Warren cries.

Ben watches Kitty fly through the air at him and falls backward. Just as she is about to land on him he thrusts his legs forward and catches her in the stomach.

"Unfff!" Kitty cries as Ben swing back and kicks her away, sending her flying into a kettle corn stand.

"How'd you do that?" Scott says and Ben rolls to his feet.

"I calculated the speed and angle of her jump and-"

"Run!" Warren and Alana yell at the same time as Kitty flings herself back into their midst.

They need no further prompting. Everyone turns and rushes down the midway, with Kitty in pursuit.

* * *

"Is that really Miss Pryde?" Scott says as they flee. "She's fighting like a demon!"

"Of course it isn't!" Warren yells. "Did you think she got hit with some kind of kid ray or something!?"

"Well, actually-"

"Not now, Alana!"

Scott looks at the older two students and asks, "Does anybody even know where we're go-ohhhhhhhh!!"

"Ahhh!" the others cry as the ground opens beneath them, revealing a large hatch that dumps them into a pit of...

"...Stuffed animals?" Warren says in disbelief. They look around at the oversized white tigers, gorillas, kittens, giraffes and bamf dolls.

"We're floating in water," Alana observes as they bob up and down.

"We're not that far from the edge, though," Scott tells them. Maybe we can help each other climb up."

"You guys stuck?" someone calls from above. They see the young Kitty looking down at them with a delighted expression. "We'll help you!"

Suddenly a massive toy crane swings over the pit, the wicked jaws of the bucket claw snapping ominously. "C'mon Kitty!" someone calls from inside the cockpit.

"Coming, Kitty," the girl in the blue leotard calls. She runs over to the crane and climbs inside, where she takes a seat next to another Kitty, this one the same age, but wearing her original black and yellow X-Men training uniform.

"There's two of them?!" Warren says in disbelief.

Scott, almost despite himself, sighs happily at the thought, but the others are confused and frightened.

\That's right, kiddies!\ Arcade blares over the carnival speakers. \You must be this tall to ride the rides at Murderworld (unless you're Wolverine), so I thought I'd rig up a little something for the junior set and test it out. It's a little something I like to call...

THE PRYDELANDS!!!\

Inside the studio, the real Kitty is nearing a door marked "EXIT," and skids to a halt.

"He didn't!" she moans, slapping a hand over her face. "_Please_ tell me he didn't!"

* * *

Kitty hunts around for whatever camera might be filming her at the moment and shouts, "I can't believe you, Arcade! I swear, if I find out that even one of those robots is 'fully functional' I will turn you inside-out!"

\Oh, don't be so crude,\ Arcade responds. \Besides, I'm saving myself for our wedding night!\

"Oh, gross!" Kitty shudders. Abandoning her rant on that note, she pushes open the door and runs out into the carnival grounds. "Now let's see," she muses out loud. "The Ferris Wheel was behind them when they fell into the pit, so the midway must be over there!" Having found her bearings, Kitty dashes in direction she has picked.

Back at the oversized crane game, the children dive out of the way as the claw comes crashing into the water. It emerges with a bamf doll encased in its steely grip. The claw trembles a bit and snaps completely shut, tearing the stuffed animal in half. Bits of fluff rain down on the children floating amidst the plush critters.

"Toldja I was good at this," Sprite tells the other Kitty.

"I never doubted you," Kitty says to her double. "See if you can get the girl. I don't like the way she looked at me."

"My pleasure."

The crane swings back toward the pit and the claw opens hungrily as it seeks out its next victim. Alana tries to climb away from it, but the bobbing stuffed animals impede her progress. She has just enough time to look up in horror as the claw is released and drops toward her.

"No!" Scott yells. He shoves Alana away in the nick of time and vanishes in a splash as the claw comes crashing down on top of him.

"Scott!" the other three scream.

The claw pulls back, dragging Scott with it. He is hanging upside-down with the teeth of the claw lodged around his waist. Strangely, he doesn't seem the least bit hurt.

"Oh my God, they'll snap him in two!" Alana yells.

"No," Warren says from his spot next to a giraffe. "Look."

Scott waves at his friends. "Hey guys! Check it out! It's not squeezing me anymore! I think my power's doing something new!"

"That's incredible, Scott!" Ben says, joining in his wonderment.

"Yeah, that's pretty neat," Sprite agrees.

"Maybe he has other powers, too," Kitty suggests.

The claw continues to rise as the two robots swing the crane until it dangles Scott high above the hard ground next to the pit.

"Shall we see if he can fly?" Sprite asks.

"Oh, let's!" Kitty tells her.

Sprite throws a lever and the claw springs open, dropping the boy. "Happy landings!" she calls as he plummets face first toward the ground.

* * *

WHOOOOSH!!!

In a blur of motion, something flies in from the side and snags Scott just before he hits the ground. Scott feels himself being lifted by the seat of his pants and looks up to see who his savior is.

"LOCKHEED!!!" he cries happily.

The little purple dragon barely manages to hold the boy's weight, but he only keeps him aloft long enough to get him a safe distance from the ground and release him. Scott catches himself as he falls and gets to his feet with no injury.

"Thanks, Lockheed!" Scott says. Lockheed hovers next to him and coos happily. "Hey, guys! Lockheed's okay!"

The children look at each other with delight. "He made it!" Alana laughs. Whether she means Lockheed or Scott is not made clear.

Scott runs toward the pit. "Move toward me!" he says to them. "I can pull you out!"

Suddenly the crane swings back over, plowing right into Lockheed as he flies toward Scott. THWAK! The dragon is knocked away by the blow and lets out a loud "YIPE!"

"Lockheed!" Scott cries out.

"Oh, no!" Sprite says with one finger perched on her lip in a mock expression of guilt. "Now look what I've done!"

The purple alien flips in the air, but catches himself with a quick flare of wings. The blow had been heavy, but without much force, and Lockheed escapes feeling little more than dizzy and upset. "Hssssss!!!!"

Launching himself forward, Lockheed swoops upon the crane and blasts the cord with his searing flames. FWOOOSH!! The intense heat overcomes the cord and the claw snaps free. The heavy bucket drops harmlessly into a ring toss stand with a loud CRASH!

Lockheed turns to the two girls, who look at each other with worried expressions. "Uh-oh," the Kitty in the leotard says.

They hop out of the cab and land near the edge of the pit. Peering inside, they see nothing but floating stuffed animals.

"Hey, where'd they go?" Sprite asks.

"Right behind you," Alana says. With the help of Scott, she shoves the artificial girl into the pit, while Warren and Ben do the same with the other Kitty. They hit the water and in a dazzling burst of sparks prove that their circuits are not waterproof.

Alana observes the destruction and quietly says, "See? Robots! I _told_ you Arcade is a cyber-ghost!"

"Does this mean Miss Pryde's a robot?" Scott asks in a worried voice.

"No, Scott," Warren tells him with a withering look. "Actually, Lightfoot. We're on a mission, guys, so it's time to use our codenames, okay?"

Lockheed floats down and is embraced by all the kids. "We were so worried, dragon!" Alana says. He gives them friendly nips to their hair to express his own happiness to be reunited with them.

"Okay, everyone," Warren says as he pulls away, "Let's get back to finding a way out of this place.

The others nod and follow him as they walk toward the Ferris Wheel. "It sure is lucky we ran into you, Lockheed..." Scott says.

* * *

"...Thank goodness you can breathe fire again."

Kitty pauses in her trek through the carnival to glance at another strategically placed monitor on the grounds. "You took Lockheed, too?" she says out loud. "What did you do to him!?"

\Just hit him with a flame retardant to make sure he behaved long enough for my other guests to arrive,\ Arcade's voice answers. \Hmm, it wore of a little quicker than I expected. Oh well, that just means the game continues.\

"This isn't a game, Arcade! You almost killed them just now!"

\Sweetie, that _is_ the game. I get you, or I get them. Either way, I win!\

"Don't break out the confetti yet," Kitty warns. She looks back at the monitor. "Damn it! They're moving _away_ from me!" She starts to move on, but freezes when she hears something new on the speakers.

Skhh. Skhh. Skhh.

"Wait..." Kitty mumbles.

"...What's that sound?" Scott asks the others.

They pause and listen. Skhh. Skhh. Skhh. "Wheels," Ben tells them. "Something's coming this way."

"But I don't hear an engine," Alana wonders. "Is it a bike?"

"No, the rhythm's off," Ben says. "They're on someone's feet."

"Rollerblades?" Scott suggests.

Skhh. Skhh. SKhh.

Ben shakes his head. "Something older, less fancy."

Kitty watches the discussion from the monitor and shakes her head in disbelief. "No... He wouldn't! Not even he would go _that_ low, would he?"

"Ta-Daa!!"

From around the corner a new Kitty zooms into view. She is, indeed, wearing yellow roller skates, but it's the rest of the costume that gets everyone's attention. She is wearing a golden, skintight suit with green pants and a red and blue top. A purple belt with the X-Men logo keeps it in place. Her arms are thrown out in a welcoming pose, her gloved hands spread wide. She is also wearing a purple arched mask and striped socks that go all the way up to her thighs.

"That's it," Kitty says from the other side of the park. "I'm gonna kill him!" She runs toward the Ferris Wheel, running to close the distance between her and the kids.

"What is that?" Warren asks.

"It's hideous!" Alana declares.

"Hissssss!!!" Lockheed says.

"Hey, I like this costume!" the new Kitty protests. "It's totally me!" With a sudden glint to her eyes, she whips out a pocket knife and levels it toward them. "But if any of you have a problem with that..."

THOOOM!

Kitty is knocked off her feet by a blow from Scott, who is wielding the mallet from the nearby 'Test Your Strength' game. There is a look of righteous anger on his face.

* * *

Scott raises the hammer high above his head as he stands over the garish looking Kitty. "You can kidnap us," he intones with fire in his eyes, "You can try to kill us..."

He swings the hammer down on top of the unlucky robot with a horrible sound of crunching metal. "...BUT DON'T YOU MAKE FUN OF MISS PRYDE!!"

Warren, Ben and Alana stare at the youngest member of their group with stunned expressions. "Wow, that's harsh," Warren comments.

"Miss Pryde would never wear something that ugly," Scott says.

Their journey through the park continues, with each of them armed and ready. Scott has his mallet. Warren, a sack of softballs. Alana has darts. Ben carries a length of rope. Lockheed, maintaining a constant presence above them, keeps a gout of flame at the ready.

One by one they cut through the Kittybots they encounter.

FWOOOSH! A jet of flame incinerates a Kitty wearing her green Ariel costume.

A Kitty dressed in the flowing blue costume she adopted after taking the codename Shadowcat is pelted by softballs.

Sparks fly from a Kitty wearing the gold and blue uniform with shoulder pads she wore during the latter half of her stay with Excalibur. Six of Alana's darts protrude from her torso.

FA-BOOM! A Kittybot in the costume she wore while wielding one of Logan's old bone claws is blasted to pieces.

A final robot, dressed in a tight leather barkeeper outfit with holes at the sides of her long pants, is bound to a tree with Ben's rope. Her head is hung as if unconscious.

* * *

"Quick! In here!"

The four children and Lockheed dash into a building on the fringes of the carnival. The long structure is laid out with tables arranged in long rows, most likely to hold merchandise for sale or the entries to various contests. At the moment, however, the tables are bare. All of the kids look exhausted. "We've...we've got to take a breather," Ben gasps.

"How many different Miss Prydes are there, anyway?" Warren complains.

"Just be glad it isn't the Wasp," Alana tells them.

SLAM!

Everyone jumps back and moves away from the door. "Aw, crap, one of 'em spotted us!" Warren yells.

"Watch that mouth, buster," Someone says from the shadows of the doorway. The speaker steps into view, the lights of the room showing her to be Kitty in her current black and gold uniform. She is slapping a ruler into her palm with a menacing rhythm. "I'm still your teacher, and if I have to, I'll punish you."

Scott nervously raises his mallet like a baseball player with his bat. "W-we're ready for you, you robot!"

She looks at all of them with an indulgent smile and lifts her hands in an inviting gesture.

"Strike me down and I will become more powerful than you could possibly imagine."

Alana's eyes widen, and as Warren steps forward she catches him on the shoulder. "Wait!" she says urgently.

Warren pauses. "What? Why?"

Alana leans toward him and whispers something into his ear. His eyes widen the same way hers had. "Are you sure?" he asks, and Alana nods emphatically. A slow smile creeps across him and he turns to the others. "Okay everybody, we're going to do this together, just like we practiced. Ready?"

* * *

"GO!!"

They charge, but as they get close, Kitty's finger moves to the light switches near the door and flips them off. All of them are enveloped in darkness.

WAP! BIF! CRUNCH! OOF! TEAR! SMACK! GRIND! ROWR! THUMP! BAM! POW! AII!! CRASH!

The lights flip on to reveal all the students and Lockheed sprawled on the floor, unable to rise and moaning in pain. Their weapons are scatted too far for them to retrieve. Kitty has Warren in a hammerlock and the boy's face is contorted in pain.

"No! Stop!" Kitty says from the doorway, watching her double stand over her defeated students. Her blue dress is slightly askew from all the running she has done. "Please, I... I'll do it."

* * *

\What's that?\ Arcade's voice inquires.

"If you let them go," Kitty says in a slow, small voice, "I'll marry you."

The children freeze in shock despite their discomfort. "No!" Scott yells.

"Be quiet, children," Kitty commands.

From the other side of the room Arcade comes walking out of a hidden panel, clapping his hands in delight. "Well played, children, well played! When you're old enough for Murderworld I will definitely make a point of kidnapping you!"

He turns toward the humiliated looking Kitty and approaches her. "Now, as for you, I knew you'd come around to my way of thinking. Thank you, Stockholm Syndrome."

Kitty tries to maintain some shred of defiance. "I'm only doing this to save their lives. I'll never love you."

Arcade's smile grows even broader, if that's possible. "Love? Aw heck, that ain't important, long as we both love the same things." He moves in until his face is right in front of hers. "And I'm betting you got just as much of a thrill out of this as I did."

Kitty bars her teeth at him. "Monster!" she snarls.

"Every beast needs his beauty," he says in return and proceeds to kiss her with crushing force.

Kitty resists at first, making protest with flailing arms and muffled noises. A moment later, however, her struggles stop and she finds herself wrapping her arms around him, returning the kiss with equal passion. "Mmmmmmmmmmm..."

The reaction from the others is swift and varied. Alana is silent and tight-lipped.

"Miss Pryde, no!" Ben cries.

"Aw, gross!" Warren declares.

"Blech!" Lockheed coughs.

Scott's eyes roll into the back of his head as he faints.

Arcade breaks the kiss and wipes his mouth with delight. "Hoo-hoo! Phaser's on 'stun!'"

At that moment Kitty seizes Arcade and spins him around, locking him into a painful hold and yanking his head back. "As if!" she retorts.

"Huh?" Arcade yells in surprise. "You sneaky witch!" He rolls his eyes toward Shadowcat. "She made her choice. Nice knowin' ya, kids!"

* * *

Shadowcat lets Warren slide out of her grip. "No," she tells Arcade in an even voice.

"What?" Arcade says in disbelief. "You can't say 'No!' I built you!"

"Actually," she says, "You built _her_." She inclines her head to indicate Kitty. "But thanks to a little reprogramming by yours truly, she works for me, now."

"You switched?" Arcade says. "That's impossible! I've had my cameras on you since you entered the control room!"

The real Kitty helps all the children up and gives Lockheed a comforting hug. "Sorry, dragon," she apologizes.

"CooOOOooo!!"

"I know," she says in response to Arcade's incredulous comment. "I switched long before that so I could explore your freakshow playground and draw you out into the open."

"So, you were a robot, the whole time, and I never even noticed?"

"That's your own fault, Arcade. Like you said, I don't play your games anymore. I make your games play _you_."

The robot Kitty's grip on Arcade is tight, but not enough to prevent him from throwing his head back in laughter. "Ha! You went to all this trouble, just to catch little old me! Kitty, you _do_ care!"

* * *

"What happened?" Scott asks when he comes back to his senses. Ben and Alana help him back to his feet.

"Miss Pryde switched with a robot," Alana explains. "That's why we let her beat us."

Scott looks betrayed. "We _let_ her beat us?"

Kitty turns back to the children as Lockheed lights onto her shoulder. She gives each of them a quick once over. "Looks like none of you are seriously hurt, so at least there's that. Glad to see one of you remembered the codephrase I taught you," she praises Alana. "Somehow I knew it would come in handy to let you know when it's the real me."

Alana beams, but then looks at Arcade. "He's not anything like I imagined," she announces. "I thought he'd be a lot cooler."

"He's a dope," Warren says, dusting himself off.

Ben looks at all of them and says, "Guys, who cares about that? We did it! We won!"

"Yes," Kitty says, crossing her arms and throwing all of them a stern look. "Speaking of which, why aren't all of you safely in the mansion? Where you _belong_?"

Guilty looks wash over all the children for a moment. Scott looks down and stirs at the floor with his toe.

"Ah-heh," Alana says with a hopeful smile. "We were saving Lockheed?"

Almost unconsciously, Kitty's finger lifts up to stroke her dragon's snout. "Hmmm... And what exactly made you think you should do this on your own? And I'm warning you, your answer will directly influence the punishment I decide to give you."

They are silent for a moment, and Ben finally answers. "We tried to get help, Miss Pryde. Professor Summers wouldn't believe us, and... we thought if we could do it ourselves... it would impress you."

Kitty gives him a long, steady look, and the others cringe at the thought of what she might say.

Finally the words come out. "Detention. One week."

"Awwwwww!!!!" the children complain.

"Do you want to make it a month?" she snaps. "Sneaking out on your own! I can't believe you would do something so irresponsible! Do you have the slightest idea how dangerous that was!?"

She sees the shamed looks on all their faces and finds her calm. Looking around at the carnival she quietly says, "I suppose you do, at that. Thank you. For saving Lockheed. If you put that enthusiasm to wiser use in the future I'm sure you'll all make me very proud to say I'm your teacher."

They immediately brighten. "Serious?" Scott asks.

"As this guy is crazy," she says, hiking a thumb back at Arcade.

"ALL RIGHT!" Warren shouts. The others cheer.

"Enough..." Kitty says with an indulgent smile.

* * *

"...Let's just get home."

Kitty is standing in the teacher's lounge with Hank, Logan, Peter, Scott and Emma. She is still wearing her field uniform and had a duffel bag slung over her shoulder.

Emma, for all her outward behavior toward Kitty, appears relieved and grateful. "Thank God," she says. "The last thing any of us needs right now is more students getting hurt. Or worse."

Scott nods in agreement. "It's a good thing you were there, Kitty. Even if it was just an elaborate trap."

"I probably should have realized it right away," Kitty says. "I mean, what would Oprah want to interview me for?"

"It was a very clever ruse," Emma states.

"Meaning it fooled her, too," Beast quietly whispers to Peter.

"We'll worry about improving our public image later," Emma says. She locks eyes with Kitty and in a stiff voice says, "I'm glad you escaped."

"Da," Peter says, drawing Kitty into a tight embrace. "As am I."

"Heh," Kitty says, craning her neck so she can look him in the eye. "You're the one who said I'm not crowding you enough," she tells him with an affectionate smirk. "You won't get rid of me that easily, now."

"I certainly hope not," Peter agrees, pressing her into another embrace.

"And what is it you've got in the bag?" Beast asks. "You know how fond I am of carnival souvenirs."

"I'm glad you asked," Kitty says, unslinging the duffel bag. "In a way, running afoul of Arcade was a stroke of luck. Otherwise I wouldn't have been able to get..." She unzips the bag and tips it out over the table.

* * *

Kitty dumps a robot head on the table. It is the one belonging to the robot done to look like Kitty in her costume from the time following their defeat of Mr. Sinister. "...this," she says, throwing out one of her hands to present it.

Her teammates have perplexed expressions as they look at the lifelike head with the very unnatural looking circuitry protruding from it.

"I presume this display bears some significance?" Hank inquires.

"You might say that," Kitty tells him. "I was waiting until I had some kind of proof before I said anything, and now I've got it. Meet my imposter."

One of Scott's eyebrows lifts above the rim of his rub quartz glasses. "Kitty, didn't you say there were dozens of robots designed to look like you?"

"Yes, Scott," Kitty says, "but this is the only version from a time I wasn't with the X-Men. The only one all of you remember even though I was nowhere near the mansion during that time. This... thing took my place and all of you bought it."

The stunned expressions Kitty is expecting never come to light. There is an uncomfortable silence as Hank, Scott, Logan and Peter all look at her with concern. Emma simply looks bored.

"Erm, I rather doubt that, Kitty," Hank says. "There's no way this robot could have taken your place."

Kitty is disappointed, but not dissuaded. "I know it sounds hard to believe, but-"

"Sorry, Pun'kin," Logan says sympathetically. "I'd have known it wasn't you by the smell."

"You were absorbed by the Soul Sword, Kitty," Scott says, "After Belasco took the catalyst stone from your soul. There's no way that could have happened if it wasn't you."

"But it wasn't me..." Kitty says, looking at them helplessly. She looks to Peter. "You believe me, don't you, Peter?"

The man known as Colossus is silent, and finds that he cannot meet her gaze.

"Perhaps your memories have been altered somehow, Katherine," Emma says with uncommon gentleness. "Why don't you see Hank tomorrow in his lab and we can check for signs of tampering."

"Forget it!" Kitty says with a scowl. She starts to storm out of the lounge before she can say something she'll regret.

"Kitty, wait," Logan says. His tone is firm and calm and Kitty finds herself responding despite her anger.

"What?" she says from the door.

"For what it's worth, I'm not saying that was you on the High Evolutionary's space station. Just that it wasn't that robot."

"Thanks," she says glumly, still not meeting their eyes. "If you run into Arcade, give him a punch or two for me, okay?"

"What _did_ you do with him, anyway?" Emma asks.

* * *

At this, Kitty does turn around. "Oh, not much..." she says with a wicked grin.

"...I just gave him what he was asking for."

Inside a small office, a very henpecked looking Arcade is clutching his hair in his fists, while tears stream down his unhappy face. "It's not fair," he whines. "This isn't what I wanted. It wasn't supposed to end like this at all!"

Surrounding him are at least six shrewish looking copies of Kitty. They are pestering him with hands on hips and accusing fingers.

"Why don't you get an honest job?" one chides him.

"Have you seen this mess? You need to start cleaning it up right now!" another demands.

"Don't think for one second I'm going to slave away in the kitchen cooking your dinner. You can make it yourself!"

"When are you going to update that wardrobe? I refuse to been seen with you in public looking like that!"

Arcade continues to cringe in his seat, as if the desk can somehow make him invisible. "What did I ever do to deserve this?"

The shrill harping is so intense it seems to almost resonate from outside the small television studio they are in as it sits alone in an abandoned industrial district on the outskirts of Chicago. Through the dead of night one can clearly hear the lectures continue.

"Harcourrrrrrrt!"

"STOP CALLING ME THAT!"

Next: The Ghost Had Two Left Feet.

* * *

Notes:

This arc was plotted before I was aware of the Claws limited series and Arcade's involvement in it. I can't bring myself to spend money on it, and have not found any detailed summaries, so I'm just taking it on faith that somehow this story does not invalidate whatever happened.


	8. The Ghost Had Two Left Feet

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 8, June 2006

Cover image: Kitty is tiptoeing through a black cover while Lockheed cowers around her neck. She is wearing her field costume and looking over her shoulder with a fearful expression while holding a flashlight ahead. The flashlight projects a cone of light across the floor. Within the beam of light is a shadowy creature that seems to be rising up to attack the intrepid pair.

* * *

Pre-dusk at the Xavier Institute...

The sprawling mansion's primary function is as a place of learning. For most who have occupied it, as student, teacher or both, it is much more than that. It is their home.

It has been the hub through which they have experienced and shared all of life's joys...

Kitty is on the phone in her room, looking like she's ready to start hopping around. "Ororo, I'm so _happy_ for you!"

It has also seen more tragedies than any life should have. Bitter lessons of many stripes.

Professor Xavier walks through the halls of the mansion, getting sad or angry looks from those he passes.

_Sometimes you can't go home again._

Rogue sits alone in her room, tracing a photo of Remy LeBeau, the X-Man known as Gambit. Her face is stony, emotionless.

_Sometimes love isn't enough to save another from themselves._

Joshua Foley, the student known as Elixer, lies on a bed in the mansion's infirmary. He is in a near coma, and his normally golden skin is an ominous shade of deep obsidian.

_Revenge is always a bitter pill._

Yet, for all the suffering endured by the extraordinary residents of this school, it remains a symbol of hope, a beacon for all mutants who believe in peaceful coexistence with humans. And despite, or perhaps because of the highs and lows everyone here resigns themselves to, they still find time for recreation, a way to blow off steam. To, strange as it may seem, enjoy themselves.

* * *

Case in point:

"Oh, no you don't!"

Kitty leaps into the air, one arm reaching as high as it can as she strains to interfere with Betsy Braddock, the X-Man known as Psylocke, from tossing a basketball into the hoop behind her.

Stan Lee does not present

**The Ghost Had Two Left Feet

* * *

**

She successfully blocks the shot and steals the ball in the process. Without bothering to allow gravity to send her back to the ground, she uses her phasing power to remain aloft, as though standing on solid earth.

"Over to you, Ray!" Kitty calls out and whips the ball to her teammate.

They are playing a game of two-on-two in the mansion's outdoor basketball court. On one team are Kitty and her roommate, Rachel Grey. On the other are Betsy and Rogue. They are all wearing gym clothes with colors based on their field uniforms. Kitty's is gold with black trim. Rachel's green with gold trim. Betsy's is purple with black trim. Rogue, the only one of the four not in shorts, wears full length sweats in green with white trim along with lime green gloves that go past her sleeves. Beads of sweat add sheen to the skin of all four women.

Rachel catches the ball and dribbles her way to the hoop, but Rogue is quick to intercept her.

"Gonna have to do better than that to get past me, Sugah," the southern X-Man taunts.

"Oh really?" Rachel responds. She whirls around and steps backward, using her back as a shield. The fiery phoenix effect manifests over her eye and she is surrounded by a crackling yellow glow. She leaps high into the air, flying backward as she sails toward the basket.

Before she can get too close, however, Rogue fires a relatively harmless blast of thermal energy at Rachel, knocking her off course. "Caught you nappin'!"

"Ah!" Rachel cries. The redheaded mutant loses her grip on the ball as she struggles to regain her balance.

"Out of bounds," Kitty calls. She takes the ball as it bounces toward her and tosses it to Betsy.

"Not to sound ungrateful to you for suggesting this game, Kitty," Betsy says as she fires the ball back to Rogue, "but didn't you have an appointment with Hank today?"

Kitty's face darkens. She takes her place guarding Betsy and says, "I'm not going. Emma made the appointment because she thinks my memories have been tampered with, which is ridiculous."

"Is this about that clone theory you've been kicking around?" Rogue asks as she tries to get around Rachel.

"That got out?"

"News travels fast in the hallowed halls of Xavier's," Rachel tells her.

"And gossip even faster," Kitty finishes wryly.

* * *

Rogue shuffles from side to side, trying to shake Rachel off as she bounces the ball from hand to hand. "Ah don't think the idea's that far fetched," she says supportively. "That was some pretty bizarre behavior those six months, even for you."

"Heh," Kitty says, her sneakers scraping against the hard surface of the court. "You're just hoping that means I don't know about you kissing Peter."

Rogue's eyes twitch a little wider. "Eh?" she says. "When did you find out about that?!"

"Peter told me," Kitty explains. "He figured there were a few things I should know about those six months. Just in case."

The distraction is enough to leave an opening for Rachel, who swoops in and steals the ball away from her in a smooth feint to the right. "Yoink!"

"Hey!" Rogue shouts in protest. "No fair!"

"Sez the woman _not_ holding a ball!" Rachel taunts as she charges her way toward the basket. "So it's looking like that new superhero registration bill is gonna pass," she says conversationally.

As she nears the basket, the ball suddenly stops moving forward and bounces in place making Rachel look as if she has abandoned it. "Wha-?"

The ball hovers on the next bounce and flies toward Betsy, who crouches down to await its arrival. "That's government for you. Instead of learning from their mistakes they just find ways to make them bigger."

The ball reaches Betsy, but instead of landing in her waiting hands, it passes right through her. She gasps and looks over her shoulder just in time to see that Kitty has one hand on her sweats, phasing her so that the ball comes to Kitty instead.

"_I_ won't shed any tears if it passes," Kitty announces before rounding up and passing the ball to Rachel.

"No way!" Rachel says, and Rogue swoops in to catch the ball before it reaches her.

Rogue takes to the air, flying toward the basket and leaving a trail of flame in her wake. "You support registration?" she says in surprise. "That don't sound like you, Kitty."

"Perhaps she's the clone," Betsy suggests wryly.

"Hilarious," Kitty retorts.

Rogue's flight to the basket is unimpeded, but when she slams the ball to the hoop, it suddenly bounces as if a plate of glass had been laid over the rim. The ball veers off to the left and bounces off the court.

Rachel's hand is pointed toward the hoop and the phoenix effect over her eye fades. "Too slow," she grins.

"Out of bounds," Betsy declares while Kitty runs off to fetch the ball.

* * *

Having retrieved the ball, Kitty takes her place at the edge of the court. "For the record, of course I don't support registration. I think it's crap. But I'm sick of bigots like Purity plastering my face on the net like some vicious sexual predator while everyone else gets a free ride. If it had been us at Stamford instead of the New Warriors we'd be getting another mutant blood hunt, and I've had my fill of those several times over."

"We all have, Kitty," Rogue says sympathetically.

"Well maybe it's time they had a taste," Kitty says as she fires the ball to her partner. "Maybe then they'll realize that we're all in this together, that this is bigger than just wearing a flashy costume and putting bad guys behind bars."

"Yeah," Rachel agrees, but the gleam in her eyes says she isn't interested in perpetuating a discussion about politics. Her entire body is suddenly enveloped in a yellowish glow as she soars through the air like a bird of flame. "Sometimes it's about owning the court!"

She descends upon the hoop, an unstoppable force, and slams the ball through the net. "Score!!" she exults as she lights to the ground.

The four women are momentarily distracted by the sound of clapping from the other side of the court. "Sweet!" a voice says from the same location.

They all turn and see Bobby Drake, the X-Man known as Iceman, admiring them as he approaches. "I never get tired of watching sports played with super powers," he says. "Sometimes I think we ought to sell tickets."

Kitty's eyes narrow thoughtfully. "Now that _is_ an idea," she muses.

"You just like watching four women getting all sweaty in their gym clothes," Rogue accuses.

Bobby assumes a scandalized look of innocence. "How can you say such a thing about moi? And here I thought you knew me better than that."

"That's the problem," Rachel says. "We do."

"What's up, Bobby?" Kitty asks.

"Emma asked me to let you know you've got a phone call."

At those words, the other three women all grin to each other and start to sing, "Baby I love you..." The quality of their performance is impeded by much giggling. Rachel's singing is especially off-key.

Kitty glowers at them. "That isn't funny, you guys," she says in a stern voice.

"Sure it is," Rachel says cheerfully. "While I've been gone you went from the most unlucky-in-love girl I know to having two hot guys from both sides of the ocean vying for your affections. Now that's comedy."

The mischievous smiles on Betsy, Rogue and Bobby speak their agreement.

"It's not just guys," Bobby quips without being invited. "I think Xian's still got the hots for her, too."

"No!" Rachel says, staring at her roommate in delighted skepticism. "Talk about becoming a heartbreaker-and-a-half. You never told me _anything_ about this!"

Kitty scowls. "It's _not_ what they're making it sound like," she assures her.

"I didn't think much of Wisdom's look, myself," Betsy says. "Seemed too common for my tastes."

"Don't be so sure," Rachel grins. "Beneath that scruffy exterior is a tiger. I can tell!"

"Way Ah hear, it's three guys, now!" Rogue chimes in.

Betsy's eyebrow shoots up. "Do tell."

* * *

"Breathe one word and I might accidentally bump into you just enough to let you experience the whole thing from my perspective," Kitty threatens.

Rogue makes a face. "Think Ah'll pass on that, Sugah," she says emphatically.

"I thought you might. The whole thing's a nightmare from where I sit," Kitty growls as she storms toward the mansion, snagging her towel along the way. "One of 'em seems to think he can just waltz back into my life as if we never broke up, and the other... in the immortal words of the King: 'A little less conversation...'"

As Kitty departs, Betsy, Rachel and Rogue abandon their game and gather their things.

"Poor dear's gagging for it," Betsy giggles.

"Bets!" Rogue blurts. "Don't be rude, even if it is true." The southern belle with the skunk striped mane looks over at Rachel. "What was she up to those six months if she wasn't with us?"

"I don't know," Rachel says glumly. "She won't even tell me."

Kitty makes her way to her office and picks up the receiver of her phone. She punches the button to forward the waiting line to her and says, "This is Kitty," in a straight, official voice.

\Oh, thank God,\ the voice on the other side responds.

Kitty's eyes widen at the sound. Though it has been years since she last heard the voice, she recognizes it instantly. "Stevie? Is that you?"

\Kitty...\

"Stevie, what- Are you crying? What's wrong?"

\Can you come to my place, Kitty...\

Stevie is huddled behind her kitchen counter, hugging her knees while she holds her head down in an attempt to make herself as small as possible. Hot tears well up in her eyes.

Above her, on the other side of the counter, a ghastly and deformed specter howls in silent rage. His limbs and face are garishly distorted, as if dragged through a taffy pull, and he has his arms flung out as if railing against the Heavens itself. Old, tattered clothing hangs from him like rotted curtains blown by an invisible breeze. A sickly, grayish light surrounds him, blurring everything around him as though he were being viewed through the haze of intense heat.

"...I really need your help."

* * *

73 Willingdon Road

Salem Center

Kitty stands in the center of a brick retail and housing complex. Around her neck Lockheed sleeps comfortably, his tail draped over his snout. To her right is a deli and beyond that a small shop known as the Book Nook, according to its sign. Kitty's attention, however, is focused near the door, where a simple sign reads "MS. HUNTER'S DANCE ACADEMY ONE FLIGHT UP"

"All right, Stevie," Kitty thinks as she looks at the door. "I'm here. I just hope I can help with your problem, whatever it is."

Kitty approaches the door and, rather than hitting the buzzer next to it to request entry, simply passes through the door. "Sorry for letting myself in, but I'm guessing you won't mind," she thinks.

It's a short trip up the stairs to the main part of the dance studio. The spacious room is unlit, seeming all the darker for its emptiness. A wall length mirror plays eerie reflections along its glassy surface. The balance bar that runs the wall silently waits for the press of graceful hands and feet practicing the steps of a ballet.

Past that, and the office beyond, is the entrance to Stevie's home proper.

"My God," Kitty breathes as she looks around.

The living room is in shambles. The couch is tipped back, the coffee table knocked over, books, DVDs and trophies littering the carpet. It looks like a deranged flock of birds chased several antelope through Stevie's home.

Lockheed takes flight, circling the devastation with curiosity and concern. "Hrak," he barks as he prods the couch.

Kitty drags her eye around the room and notes the condition of the television and bookshelves. "Nothing's broken," she says out loud. "It's more like the place has been ransacked, but by whom? And why Stevie?"

She turns her head to the right. "There's a light on in the kitchen!" she thinks.

"Stevie?" she calls pensively. "It's me, Kitty."

SHUFFLE

Something from within the kitchen moves, and both Kitty and Lockheed are startled by a loud, chiming clatter. It is an unsettling noise, like someone swimming through a pool full of house keys. Kitty and Lockheed both become tense and guarded.

A trembling, slender hand reaches around the door frame and gropes for the light switch. Finding it, there is a click followed by the lights in the living room coming on to reveal Stevie Hunter standing in the doorway. She is haggard looking, with dark circles around her eyes as if she hasn't slept in days. The long dreadlocks that hang from her head are limp and frayed. She seems trapped between abject terror and utter dismay as she looks at her former student.

"Kitty..." she says slowly.

It seems the next moment she has crossed the length of the room and collapses into the young woman's arms, weeping like a child. The normally statuesque woman seems small and frail as she surrenders to her breakdown. "I'm so glad you've come!" she wails while the stunned X-Man finds herself supporting her friend with soothing words and a comforting embrace.

* * *

"Oh, God. What do I do?" Kitty thinks. "I've never seen her like this!"

"Stevie..." Kitty says quietly. "I'm here. I'm here. Just try to calm down and tell me what's wrong."

"Who... or what, could have done this to her?" she wonders.

"Lockheed, check the other rooms, okay?"

"Yah!" Lockheed obediently snorts and dashes out of the living room.

With that, Kitty returns her attention to the blubbering dance instructor in her arms. Her hands tremble as she attempts to comfort Stevie, confusion and anger warring over her temperament. One thing was certain, whatever _had_ done this to her was going to be in deep trouble when she got her hands on them.

"It's okay. You're safe, now, Stevie." After that, in the wake of her uncertainty, Kitty's words drift away and she lets her own stoic silence do the talking for her. It no longer matters that the woman she holds, the woman whose hair she strokes like a child's, was once a source of comfort when she was falling apart. What matters is the comfort she now needs, the strength Kitty can give her until she can pull herself back together.

The tears soak into Kitty's shoulder, leaving a dark stain on the fabric of her shirt, but she pays it no mind. With time and patience, the wracking sobs subside, and steady, even breaths take their place.

Lockheed swoops back into the living room and assumes a perch on the upturned couch.

"Find anything?" Kitty asks her alien friend.

"Nah'ere!" Lockheed reports.

"I don't know if I should be relieved or not," she comments. "At least there's no _immediate_ danger." She looks around, once again noting the horrendous mess that surrounds them.

"We should get you out of here until you calm down more," Kitty whispers, more to herself than to Stevie.

"No!" Stevie says, pulling back. Her eyes are suddenly wild and disturbed. "No, don't say that! You'll make him mad!"

"What?" Kitty says, now seizing her friend's arms for fear of what might happen if she breaks free. "Make who mad?"

Stevie snaps her own hands to catch Kitty's arms in a frenzied copy of the grip she herself is under. She leans in, eyes locked on Kitty. "The ghost," she chokes out.

Kitty stares her friend, even more confused than before. "A ghost?" she says, concerned. "Are you sure? It might be a telepath, or an illusionist. What makes you so certain it's a..."

At that moment, Kitty looks over Stevie's shoulder, toward the kitchen, and her eyes widen.

* * *

"...ghost?"

At the kitchen doorway stands a figure that certainly fits the bill. A misty, skeletal entity observes Kitty with hate-filled, sunken eyes. A sickly grayish glow surrounds his transparent form, making him seem more like a photographic shadow than a tangible entity. His elongated face is a picture of rage and anguish and the tattered clothes that hang from him seem to billow from a spectral breeze. One of his boney hands claws at the wall next to the doorframe while the other reaches toward Stevie as if trying to pull her toward him with an invisible string.

Kitty gapes in disbelief, but only for a moment. "Hey!" she shouts angrily toward the ghost.

The ghost reels back, startled by Kitty's outburst. He glances to each side, turns, and flees back into the kitchen.

"Hey, come back here!" Kitty yells again. She phases through a startled Stevie and chases after the ghost.

The kitchen is even more of a mess than the living room. Silverware and broken plates litter the floor. The cabinets and drawers are flung open and boxes and bags of cereal, rice and other bulk items are torn apart and flung everywhere. The faucet has gone haywire, shooting water in all directions.

Kitty catches a fleeting glimpse of the ghost as he runs into the wall... and vanishes through it!

"Nice, trick..." Kitty grins, running full tilt through the kitchen. Her feet phase harmlessly through the debris, leaving it undisturbed. "...but you're dealing with the original girl who walks through walls!"

Kitty follows the ghost through the obstruction, emerging on the other side in mid-air, a couple stories above the sidewalk. She remains where she stands as if there were a solid floor beneath her. Kitty gasps as she feels the cold night air crawl over her. The ghost is nowhere to be seen.

"Huh? Where'd he go?" Kitty says, glancing left, right, down and up. The result is the same. The ghost has escaped.

"Damn!" she swears. "He was only out of sight for a second... assuming he was real in the first place. An illusion, perhaps? Not very many villains with that power. What's Mysterio been up to, lately?"

Kitty turns around and walks back to the wall. Poking her head through, her thoughts turn to other priorities. "I'll deal with that later. For now, I need to help-"

"-Stevie?" Kitty says tentatively as she looks into the living room.

* * *

The next day...

Stevie awakes with a sigh, rubbing her eyes to grind out the sleep. Though still tired, she looks restored. The haggard look and dark circles under her eyes have vanished. She releases another yawn, blinks, and then jerks forward, eyes wide as she gasps in surprise.

"My bed?" she breathes, patting it to confirm that it's real. "Seems like ages since I slept in it. Was it all just a dream?"

She crawls out of her bed and finds that she is dressed in a set of comfortable flannel pajamas. The pattern is garish and clashes with her skin tone, eyes and hair color. "Not a dream," she thinks. She looks half displeased, half bemused as she studies the sleepwear. She strolls toward the door as her thoughts continue. "I've always hated these pajamas, but I could never bring myself to throw them out. After all, they were a present from--"

"—Kitty!" Stevie says as she crosses into the living room.

"Good morning, sleepyhead," Kitty replies in a sunny voice.

The living room is a complete turnaround from its previous condition. The couch and coffee table have been set right, and all the smaller items are put away in their proper place. Nobody would accuse the place of being spotless, but it is once again habitable. A quick glance toward the kitchen hints that it has been tidied up as well.

Kitty is positioning a couch pillow, while Lockheed is busy straightening one of the pictures hanging on the wall.

Stevie Hunter stares at her former student in disbelief for a moment, and not because the place is clean again. "Dear Lord!" she thinks, "She certainly has grown up since the last time we met! Has it really been that long?"

"Get enough rest?" Kitty asks, still sounding bright and cheery, but Stevie notices the measured look she is giving her. "You looked like you needed some."

"I feel like a new woman," Stevie assures her, "but what about you? Have you been up all night cleaning this place up?"

Kitty strides up to her and drapes a friendly arm around her shoulder as she ushers her into the kitchen. "None of that, Miss Hunter," Kitty chides. "We're here to worry about _you_. Now let's get some breakfast in you."

Stevie finds herself chuckling in spite of herself. Her amusement only grows as Lockheed lights upon her shoulder and coils his tail affectionately around her neck while giving her cheek a friendly lick. "Well, seeing as it's two against one, I guess I'll have to do as you say," she smiles.

"You got that right," Kitty says, joining her in a laugh. For a moment the problem that reunited them is forgotten.

As they sit over breakfast (A hastily thrown together meal of cereal and coffee) they chat casually while Lockheed sits on the back of Stevie's chair like a guardian gargoyle.

"The Thing really said that?!" Stevie gasps in disbelief, her eyes sparkling with contained laughter.

Kitty grins wickedly at her. "Yeah, that's what passes for friendly banter between guys like him and Logan."

"Ha! The testosterone in the air must've been so thick you could taste it!" Stevie suddenly makes a face, "Uh, forget I just said that, okay?"

Kitty giggles a bit. "Sure thing." She takes a gulp of her coffee and her face turns serious. "So, no more ghost attacks so far. Perhaps I scared him off?"

Stevie hugs herself and shivers. "No, he'll be back."

Kitty sets her mug down. "What's happening, Stevie?"

* * *

The dance instructor grows silent, staring into the inky depths of her own cup. Her words come out slowly, as if she has to pull them from a deep well before she can speak them. "I think it was a month ago, maybe two, when it started. I've lost all track of time."

_Stevie is in her living room, sitting on her couch and eating from a container of Chinese take-out. On the television is a news program with footage of a reporter standing in front of a security gate while talking toward the camera. At the bottom of the screen is a news title which reads, "Explosion at Benetech."_

"_Witnesses say that moments before the explosion a riot broke out among the mutants waiting outside the lab demanding the cure..."_

"I had just finished a class, and was relaxing with some dinner when I felt it."

"You didn't see him?" Kitty asks.

"I've never seen him," Stevie explains. "Except out of the corner of my eyes, but it doesn't matter. I can always tell when he's around."

_Stevie suddenly clutches herself for warmth. "Brr!" she says out loud. "Is a window open?"_

_She checks and finds that all of them are closed tight. "That's strange..." she mumbles."_

"By the time I realized I was in danger, it was already too late. Not that I could have done anything about it."

_Stevie places a hand to her forehead. "What's happening? I feel so..." The woman's legs suddenly give out and she falls to her knees, desperately clinging to her couch with one arm for support. "Ahh!!" she cries out. Her hands clutch at her scalp as if she is desperately trying to keep something from bursting out of her head, or, more likely, shield herself from something that is intruding._

"The small objects flying around and sudden chills? That's nothing. It's the sadness, Kitty."

"Sadness? An empathic assault?"

"It's like nothing I've ever felt before. It eats away at you like some hellish acid."

_Stevie is on her knees at her front door, clinging to the doorknob and weeping uncontrollably. Her clothing hangs loosely off her skin, as if it were a size too large and worn to the threads. There are grooves in the door, as if Stevie has been trying to claw her way out._

"_Please! God, please leave me alone!"_

"I'm a prisoner in here. Whenever I try to leave or contact anyone on the outside, he hits me even harder. It almost killed me to call you."

* * *

Stevie glances up from her coffee. Her eyes are rimmed with moisture. She looks tired again, the scars of her torment showing through in the lines on her forehead. "I can't go on like this, Kitty. I-I'll go crazy."

Kitty reaches across the table and takes the woman's hand. She grips it as if she could pass her strength on to her. Sensing this, Stevie tightens her own hand around Kitty's fingers. "Stevie, you've been like an Aunt to me. I've always been able to count on you to put me at ease when things seemed worse than I could handle. It's time I returned the favor."

"But what can we do?" Stevie asks.

"We'll figure something out," Kitty assures her. "With everything I've dealt with since I joined the X-Men, I'm pretty sure we can work out a way to deal with a ghost. Right, Lockheed?"

Kitty looks around the kitchen, but the little purple dragon is nowhere to be seen.

"Lockheed?"

In the living room, Lockheed is at the front door, batting his wings to stay level as he gnaws frantically at the brass knob. "Whine! Whine!"

"Lockheed!"

Kitty is standing in the middle of the living room with her hands on her hips, her face indignant. Stevie is standing behind Kitty and watching with her hand raised to conceal her amused expression.

"You stop that this instant!" Kitty says. "Can't you see that Stevie needs our help? How can you even think of running away? Shame on you, dragon! Shame! You're not afraid of a silly ghost, are you?"

Lockheed cowers with his back toward the door, looking up at Kitty with most undragonlike mortification. "Ys'm!" he says in response to her question.

Kitty huffs a bit and crosses her arms. "Well you'd better just get over it right now, buster! We're staying until that ghost is history and that's final!"

"It's okay, Kitty," Stevie says, placing a hand on her shoulder. "I don't blame him for being scared."

Kitty turns her head to protest, but before she can speak the words, Stevie gives her a conspiratorial wink. Kitty allows herself a quick smile and says, "You may be right, Stevie. The ghost doesn't want us here, anyway."

"Yah!" Lockheed agrees.

"And I'm sure Lockheed will feel better leaving us here to deal with it ourselves." Stevie says. "All alone. With no one to protect us."

Lockheed's head shoots up the full extent of his neck and a puff of smoke erupts from his snout. "Rrf?" he says, eyes narrowing. He leaps into the air and lands back on Stevie's shoulder. Looking around from side to side, he glares a warning at the empty air. "Grr!"

"Thanks, Stevie," Kitty says.

"No problem. Seeing someone else overreact has a way of putting your own fears in perspective, you know?" After a moment's pause where Stevie scratches behind one of Lockheed's horns she adds with a smile, "But if you tell anyone I played the 'helpless female' card, I'll deny it!"

"My lips are sealed," Kitty promises, returning her grin. "Besides, reverse psychology doesn't count."

* * *

Not much later...

Everyone has made themselves comfortable in the living room. Stevie sits on the couch, her legs draped over the cushions so that she occupies its entire length. Her posture is more relief than leisure. Kitty, by contrast, is perched on the edge of the plush chair nearby, elbows on knees as she leans toward her friend to listen. Lockheed is patrolling the room on foot, a small saucepan topping his head, making him look like a child playing soldier.

"Do you have any thoughts on why this ghost is haunting you?" Kitty asks Stevie. "Does this building have a history, or did you recently acquire a mysterious object? Anything like that?"

"No," Stevie says after some thought. "As far as I know this place has never had any hauntings attached to it, and thanks to the X-Men, I learned a long time ago not to mess around with strange objects that might try to kill me. There haven't even been any tragedies among my students. Or their families. Truth is, things have been pretty quiet around here for years."

Kitty grimaces. "Wish I could say the same. Even when I ran to Chicago to try living a normal life I just found myself thrust from one crisis to the next." She tries to smile wistfully. "Guess it doesn't come with the costume, after all."

Stevie looks at her with motherly affection. "You're really not worried about dealing with a ghost, are you?"

"Well, I'm no Jennifer Love Hewitt," Kitty assures her. She gives her chest a critical glance. "In a lot of ways. But I _have_ met a ghost or two. We even had one at the school."

"Xavier's was haunted?" Stevie says.

"Sort of. He was a student in the lower school, actually. His name was Jeffrey, and as long as he kept his temper under control, he actually wasn't so bad."

Stevie shakes her head. "Amazing," she says. "Xavier's has really grown. How are you liking it as a teacher?"

Kitty tries to smile. "It's pretty fun," She sighs. "Usually."

Stevie looks at Kitty's long face and says, "What is it?"

She looks up and says, "Have you been able to follow the news at all?"

"Mmm-mn" Stevie tells her with another shake of her head. "I've wanted to, but every time I try..." she leaves the rest unspoken.

Kitty looks at her former dance instructor in silence for a long moment as she considers what to say. "It's been pretty bad, lately," she states. "Something happened, and close to ninety percent of all the mutants on the planet suddenly lost their powers."

"Oh, my God," Stevie says. "But you and the X-Men can fix it, right? You'll find out what happened and reverse it."

"Not this time," Kitty says sadly. "Whatever happened went too deep. They've even sent a bunch of Sentinels to the school. 'For our safety,' they say. Yeah, right." She rises from her seat and moves to the window.

"That's not all, though. There were a couple of attacks at the school." Kitty seems to choke on the next words. "A lot of students were murdered."

* * *

"That's terrible!" Stevie says, lifting herself from the couch. She walks over to Kitty and puts a comforting hand on her back, between the shoulder blades. "Maybe I shouldn't have asked you to come, after all. You've dealt with enough sadness as it is without me exposing you to something that just inflicts more."

Kitty spins around to face her friend. Her face is adament as she says, "Don't even think that, Stevie! I will _always_ be ready to help you, no matter what the threat is." She crosses her arms and glances to the side. "Besides, a few good things have happened, too."

"You're not just saying that to cheer me up, are you?" Stevie says.

"Three words Stevie: Ororo's getting married."

Stevie's face lights up with delighted surprise. "You're kidding!"

"Serious as a heart attack," Kitty says nonchalantly.

"To who?!"

"King T'Challa."

"The Black Panther?!" Stevie wanders to the plush chair. "Oh, my Lord. I have to sit down." Stevie melts into the chair and chuckles to herself. "How did _this_ happen?"

"Apparently it happened a long time ago, back when Ororo was a thief in Cairo, in fact," Kitty says wryly, "Although it's the first _I've_ heard of it. But you should just hear her, Stevie! She sounds like she's on Cloud Nine! I'm so happy for her!"

"Well, this definitely calls for a celebration," Stevie says. "When's the wedding?"

Kitty takes a seat on the couch and lies back into the cushion. "Soon. Very soon. I'm going to be her Maid of Honor and I can hardly wait!"

Stevie sighs, relaxing into her chair. "My, my," she says. "I guess reunions with first loves is all the rage nowadays, then."

Kitty's smile suddenly evaporates and her eyes become flat. "Yeah, guess so," she says quietly.

Stevie catches the sudden change in mood and leans forward. "What is it, Kitten?" she asks.

* * *

Kitty leans back on Stevie's couch and her eyes fall upon the Earth globe she finds sitting on one of the end tables. Reaching over with a somber expression, she gives it a tap with her fingers, sending the model spinning along its axis. "The Moon's going to become a ring around the Earth someday, you know," she announces glumly. "It just keeps getting drawn closer and closer, but so slowly that nobody notices. It's the force of the Earth's pull, you see. The Moon can't resist it. Eventually the pressure will become so great it will simply be torn apart, with only a ring of debris to serve as evidence that it even existed at all. The only thing the Moon can do is wait for the inevitable."

Stevie moves next to Kitty and places an empathetic hand on her shoulder as she watches the globe rotate. "You're not accustomed to being on the passive end of a relationship, are you? It must be hard to take."

Kitty heaves a sigh. "I just can't puzzle it out," she moans. "Peter and I are together again, and most of the time I feel like I've been given a miracle. But there's still this... space between us... and I don't know what it is, or why he isn't doing anything about it. I _want_ to do something about it, but I'm afraid if I move too fast..." she leaves the rest unspoken.

"...Earth/Moon collision?" Stevie ventures.

Kitty slaps her fingers against the globe, putting a sudden halt to its spin. "Destroying both," she punctuates with grim finality.

The solemn dance instructor wanders over to a window and gazes out into the street below. "People in love tend to cling to a precious memory that frames their feelings about the other person. Something they can always fall back on when things get complicated. A song. A first date. A trinket. So much of how we define our relationships can revolve around the immutable steadfastness of that one piece.

"When did you start loving him again?" she asks in a voice that is barely perceptible. "Was it after you found him, after he came back to life?"

At Stevie's next words, Kitty squeezes her eyes shut and chokes back a sob.

"Or was it before that, when he _died_? Which memory are you clinging to?"

Kitty's face becomes a mask of conflicting emotions. "I don't think I really understood how important he was to me until he... until he was gone," Kitty says in a hollow voice. "And now he's back, and sometimes I don't even know how to talk to him."

Stevie returns to the couch and sits next to Kitty. Looking her in the eye, she says, "I remember a long time ago you complained that you felt helpless because you couldn't fight a ghost, even though it was all you wanted to do. I think the same thing applies to loving one. There's a living, breathing, flesh-and-blood man who adores you. Love _him_, not the man whose ashes you thought you scattered in Russia."

The older woman glances at the globe Kitty was musing over. "You may have forgotten another important fact about the Moon," she says. "It controls the Earth's tides, every single day. The Earth is just as much of a slave to the Moon's pull as the other way around." She offers Kitty a motherly smile and Kitty feels her angst ebb away under that familiar, comforting gaze. "Food for thought."

"A tasty morsel, at least," Kitty agrees. The forlorn expression has abandoned her visage. She wraps her former teacher in the tight embrace of a grateful friend. "Thanks, Stevie. You don't know how much it helped to hear you say that."

* * *

They detach themselves from the hug and Kitty becomes all business again. "Still no sign of the ghost," she thinks. Rising from the couch, Kitty says, "I'm going to make a quick sweep of your apartment for signs of your uninvited guest."

"But, Kitty, how will you know he's there?"

"I've seen him."

"You have?" Stevie says, amazed. "How can you see him, when I can't?"

"I'm not sure," Kitty says as she heads toward the kitchen. "Sometimes I see things other people can't, like Illyana's astral form or my memories of Rachel when I was sent to the future. Lockheed, stand guard here while I'm gone, okay?"

"Yah!" Lockheed says, lifting one leathery wing in an imitation salute.

Kitty hunts through the apartment, starting with the kitchen and phasing her way through walls as she explores closets, the bedroom and even the studio. As she inspects each room she mentally reviews the situation. "Stevie said the ghost has been a constant presence ever since he first showed, but so far he hasn't come back since I chased him off. He's probably avoiding Lockheed and I. I don't dare tell Stevie what I'm planning to do, though, just in case he's nearby and listening."

Kitty gives the studio one final look before phasing through the wall and back toward Stevie's living space. "Somehow I've got to lure him out into the open."

After she has left the studio completely, a small circle of grey light forms around the center of the floor. It grows to the size of a plate and bulges out. As the bulge expands, wisps of hair form at the top, and beneath that, near the surface of the floor itself, a pair of sunken eyes glare in the direction Kitty just left.

Inside the living room, Kitty stands next to the couch and looks decisively at Stevie. "I've checked all over, Stevie. The ghost isn't here. This could be our chance. We should leave and get you to Xavier's. You'll be safe there."

Stevie becomes alarmed and jumps from her seat. "Kitty, no! If we even try he'll come back, and he'll be angry!"

"That's what I'm counting on," Kitty thinks.

"Then we'll bring some of them here. I'm probably well within range to contact Emma telepathically, and if not her, then definitely Rachel. Or I could just use my cell phone..."

Behind them, a section of the wall begins to glow.

"You don't understand, Kitty," Stevie says, now becoming visibly upset. "You don't know what he does!"

"But the other X-Men can find out, and probably stop him, too, Stevie. We have to try!"

The ghost steps through the glow and stalks toward Kitty, his arms reaching toward her, his elongated fingers drooping, his cavernous maw twisted in rage.

"Don't you feel that?" Stevie says, shivering. She whips her head from side to side in growing panic. "He's coming, Kitty!"

"Yes," Kitty says quietly as the ghost comes within inches of her. "I know."

* * *

Kitty suddenly whirls around and seizes the ghost by the arm. "Gotcha!" she yells. The ghost recoils and tries to pull his arm away, but her grip is firm. "It worked!" she thinks. "As long as I'm phased I can make contact, and that means Stevie's ghost isn't going anywhere!"

Lockheed and Stevie both recoil, gasping in shock. "Kitty! What's happening?" Stevie says.

"I have him, Stevie!" Kitty says. She thrusts one of her hands toward her. "Quick! Give me your hand!"

Stevie takes it and as they make contact Kitty phases her as well. Lockheed is now flying wildly over the pair, torn between fear and the urge to protect the women. "What are you doing?" Stevie cries.

"I'm- AGH!"

The ghost continues to pull against Kitty, but in a savage twist he takes his other hand and rakes his fingers across her arm like claws. Where they strike, glowing, pale blue claw marks remain.

"Ah, it burns!" Kitty's mind screams. "But I can't let go! I won't!"

"He's right here, Stevie! You can touch him as long as you're holding on to me!"

Lockheed is swooping toward Kitty and jerking back, not sure what is hurting her or what he can do about it.

"But why!? What should I do?"

"You'll know! Just trust me! Tru- urk!"

The ghost claws at her again, striking her head, and the fingers seem to pierce through it and into her skull.

"AHHHHHHHHHHH!"

Kitty's head snaps back and she feels millions of tiny lightning bolts course through her. Everything around her turns white...

* * *

"Wha?"

Kitty blinks and looks around as she realizes that the pain has disappeared, as well as Stevie's entire apartment. She finds herself instead in a large, steel grey room with sophisticated monitoring equipment in every corner. Great metal towers loom around her, climbing toward the ceiling high above in massive tubes like twisting vines of steel. "The infirmary at Xavier's?" Kitty thinks. "But, it's not right, it's-"

It is then that Kitty realizes she is not alone.

"She might have been safe there. But I let her stay... I think in part, because I was lonely."

Kitty turns toward the voice and her eyes widen in shock. "No..."

"Peter, sacrificing yourself isn't going to even the score. Nothing you can do is going to bring her back."

There, near one of the corners of the room, Peter Rasputin, the man known as Colossus, is talking to Dr. Cecilia Reyes. He has his back to a refrigerator unit with dozens of jars and tubes visible behind its glass door. Peter is standing resolute, but is hiding his hands behind his back like a guilty child.

"No!" Kitty yells and runs away from the scene, phasing through the walls to get away. "I won't watch this! This isn't even my memory!"

When she emerges on the other side of the wall, however, she is back in the infirmary, once again facing the scene she had tried to flee.

Peter whips his hand out and points a small canister at Dr. Reyes. He presses his finger on the nozzle and unleashes a spray of pinkish gas at the woman. She flinches away, summoning a golden force field around her, but it has no effect and she begins to cough. She collapses into Peter's waiting arms and he carries her over to an exam table.

::I'm sorry, doctor. I hope you will understand why I must do this.::

-- Editor's Note: Translated from Russian.

Despite her best efforts to resist, tears begin to flow down Kitty's cheeks. "No, this is wrong. This isn't how it happened. I don't believe it!"

* * *

After ensuring that Dr. Reyes is placed comfortably on the lab table, Peter returns to the refrigerator and open the glass door. He reaches inside and withdraws a large syringe filled with a ghastly pink liquid. The finger holes of the metal plunger stand at the ready.

::...the hardest thing I have ever done was watch helplessly as my sister's life was taken by the Legacy Virus.::

Kitty stands erect and wipes furiously at her eyes, trying to erase the tears with her arm. "I'm going to fight this, do you hear me?" she says to the unfeeling ether. "This is a lie and I won't let you hurt me with it!"

Peter plunges the syringe into his chest, barely flinching from the pain. He hooks his thumb into the finger hole while he continues to speak of his hope for the future, of an end to violence and the discovery of cures that do not require sacrifice. Finally, he transforms into his steel form and thrusts the plunger to the hilt.

::Snowflake, I am coming home.::

-- Editor's Note: Peter and Cecelia's dialogue excerpted from Uncanny X-Men #390

"NO!!!" Kitty howls. She holds her fists before her as if throttling an invisible man. "Peter would never just give up like that! He'd never throw his life away for no reason! He'd never attack a friend like some coward! Peter's sacrifice was brave! It was noble!"

Peter begins to stumble, clutching his chest with one hand while the other tries to steady himself on a nearby table. His grip falters and he pitches forward, knocking over several test tubes and flasks. A sheaf of papers scatter to the floor. The agony on his face is plain and terrible.

Kitty steps forward and tries to swing her fists at Peter, but her strikes fly harmlessly through him. "Stop it! Stop this right now! I won't have you tarnish his death with this grotesque fantasy!"

Her shouts do nothing more than hasten the drain on her energy, and as Peter returns to human form and falls to his knees, Kitty joins him, too emotionally exhausted to remain standing.

"It isn't real..." she moans, squeezing her eyes shut. "It isn't real. Please let it not be real..."

* * *

"...It can't be."

Her eyes suddenly snap open and she realizes she is back in Stevie's apartment. She has fallen to her knees, but her grip on both Stevie and the ghost remain true. Her tears flow freely and her face is flush with heat.

"Shh, it's all right," Stevie says. "I understand now. It's going to be okay."

Kitty glances over at her friend and realizes that somehow she has groped her way over to the ghost and has him wrapped in a motherly embrace. Though she cannot see the specter, her free hand naturally finds his head and she gently strokes his hair as she whispers soothing words.

Kitty is gasping from pain and exhaustion, but she watches with a mixture of hope and wonder as Stevie works her natural magic on the ghost.

The grayish glow that surrounds it changes to a softer blue, and the ghost himself begins to change. Slowly, like ice melting on a kitchen counter, the stretched limbs and elongated face withdraw to human-like proportions. The sunken face fills out, revealing a more chiseled form with soft eyes, an arched nose and a square jaw. The tattered robe evaporates, leaving a clean and comfortable looking outfit of jeans and a sweater in its place.

When the transformation is done a pleasant, but regretful looking young man sits where the ghastly haunt had been moments before. He gently takes Stevie's hand from his head and guides it away.

"Eh?" Stevie says.

"Should I resist?" she thinks. "No, something's different. I think I can let go, now." So doing, she turns her attention to the trembling form of Kitty.

So too, does the ghost. Still gentle, he moves his hand over the angry blue glow enveloping her arm. He strokes his palm across the claw marks, and as quickly as they had come, they fade away.

"I'm sorry," the ghost says softly.

Kitty's eyes widen as she lifts herself on unsteady feet. "You can talk?" she says, despite having confirmation of just that.

"He can?" Stevie climbs to her own feet and offers her arm as support to Kitty. "What's he saying?"

The ghost continues to look at Kitty, his handsome eyes deep with concern and gratitude. "I didn't mean to hurt you. You scared me. But I'm better now, thanks to her."

* * *

"Who are you?" Kitty inquires. She releases the ghost from her grip and massages the spot on her arm that had been glowing. Lockheed immediately lands on her shoulder and nudges her cheek with concern. "I'm okay, now, dragon. Really." She assures him.

The ghost thinks for a moment and finally says, "I don't know who I am. Nobody important, I'm sure. I've been lost for so long that all I could feel was the sadness of others. I fed on it, even when I didn't want to."

"You're saying you put Stevie through months of torment so you could eat her sadness?" Kitty says, incredulous but on the verge of outrage.

"I couldn't help myself," the ghost concedes. "I could no more control the urge to visit misery on the living than a mantis can resist slaying her mate."

The ghost begins to float, his feet drifting a foot off the ground. "But you saved me. She saved me. I can move on now."

"Move on?" Kitty says. "That's it? You get a hug and now you can move on?"

Stevie looks at Kitty, unsure of what to make of the half of the conversation she is hearing. "Can you tell him I forgive him?" she says.

"I can hear her," the ghost says, "and I am grateful for that forgiveness."

"He knows, Stevie," Kitty says. "He's glad you're not angry."

"I think, now, at last, I understand why I was sent here."

Kitty turns her head toward Stevie. "_Sent_ here?" she says.

Stevie looks worried as she responds to Kitty. "He was sent here?"

The ghost starts to dissipate, becoming more transparent by the moment.

"Who?" Kitty says in a rush. "Who sent you?"

As the ghost nears the brink of oblivion, he gives Kitty a curious look, as if he doesn't understand her question. Before he fades completely, he manages to utter one final answer, his voice faint and hollow.

"_You_ did."

"What?" Kitty says, eyes wide with disbelief. "Wait! Come back!" She looks around, hoping to spot some fragment of the ghost remaining. Her eyes find naught but empty air, and silence is her only answer.

* * *

"He's gone," Kitty says, shoulders slumped in defeat.

"That's okay, Kitty," Stevie assures her. "That was the general plan, wasn't it?"

Kitty sighs. "You're right, of course," she concedes. "Still, it would have been nice if he had stuck around just a few seconds longer."

"You weren't able to find out who sent him?"

"Worse. I got an answer, but it made no sense."

"Who?"

Kitty looks at the dance instructor as she carefully chooses her next words. "Someone I've been looking for," she says vaguely.

Lockheed hops into the air and flies over to Stevie's couch. He immediately finds a comfortable spot and curls up to go to sleep. "YawWWnnnn."

Stevie laughs a little bit as she watches the dragon. "Poor guy's had a long day," she says.

"Yeah," Kitty agrees. "Sorry about that, by the way. I took a big risk with that plan, and part of it depended on ensuring that your responses were genuine."

"No, it's okay," Stevie tells her. "You were right. Once I was actually made contact with him, everything made sense, and I just did what comes naturally."

"I had a hunch that you would," Kitty says. "So what exactly happened anyway?"

Stevie gives her a wistful smile. "I'm sure the ghost hunters have all sorts of technical terms for it, but it really boiled down to, 'All he needed was a good hug,'"

Kitty laughs. "Well, that or a spanking, I figured. Glad to know your maternal instincts are still firing on all cylinders."

"Speaking of which," Stevie says, placing a hand on Kitty's shoulder. "I saw, you know. The vision he trapped you in."

Kitty lowers her head and hugs herself for warmth. "Yeah."

* * *

"That's what really happened, Kitty," Stevie tells her. "I wasn't there, either, but... when you've dealt with those visions as long as I have, you understand that none of them lie, no matter how much you might wish otherwise."

Kitty nods, almost against her own will. "I know," she says. "Mostly I was just trying to resist the effects of the vision. Peter told me what really happened. He thought I should know the truth. But you were right. Part of me has been clinging to a different picture of how he died, seeing it the way I _wanted_ to see it, no matter how unrealistic that was.

"It's something of a pattern with the way I've looked at Peter. When we were dating, the first time, no matter how well I got to know him, deep down my feelings always centered on that first, spectacular impression he made the first day I met him. He was always my knight in shining armor, until things changed.

"After that, we managed to get along, but it was the same thing. I always saw him as the man who cast me aside, until I found Pete, and things changed again. Over and over again, from one defining moment to the next, my picture of him was always stuck one step behind the reality. I hated him for dying, but I idolized him, too. I didn't rally want to believe he could be weak and deceitful like that.

"This has helped me break that pattern, I think. I'm ready to deal with Peter, and maybe even love him again, for who he is, rather than how I used to see him."

Stevie smiles at the young woman. "I'm glad, Kitty," she says.

"Me, too," Kitty says. She looks around and says, "Y'know, it's getting close to lunchtime. Mind if I fix us up some of my Aunt Nina's chicken soup? I got a lot of practice in back when half the school caught the flu."

"It sounds delicious," Stevie says. "Actually, I wouldn't mind if you stayed the whole day. It's been a long time, and I could use the company."

Kitty looks at Stevie, her eyes brimming with affection for this woman who meant so much to her when she was a child. "I'd like that," she says.

* * *

The next morning...

Kitty's car pulls away from Willingdon road and begins its journey back to the institute. Inside, Kitty drives with both hands on the wheel while Lockheed claws at the window. Noticing this, Kitty flips the switch to lower the window enough for Lockheed to poke his head out and enjoys the breeze as they pull onto the main road.

"_You did."_

The memory plays over in Kitty's mind as she frowns thoughtfully.

"It was her," Kitty thinks. "It was that imposter. Had to be. I thought she might have just vanished after I came back, after Peter died, but it seems she's been here this whole time, and she's no longer content to simply hide in the shadows."

Kitty reaches forward to flip on the radio. "This wasn't aimed at Stevie. It was aimed at me. Whoever she is, she's calling me out."

The car fades into the distance, where the round towers of the mansion and the looming figures of the sentinels wait.

"Well, that suits me just fine. If she wants a fight, she'll get one."

And a new day begins...

Next: In the shadow of Civil War, Kitty faces the horrors of... Parent-Teacher Night!

* * *

Notes:

This issue takes place soon after the attack on Xavier's in New X-Men and the events of the Deadly Genesis mini.

The ghost Kitty refers to, Jeffrey Garrett, re-joined the school in New X-Men #9.

My take on the message(s) left by Pete Wisdom, as indicated in the first issue of his mini, is in reference to the events of Excalibur #91.


	9. Headmistress Frost is a Jerk!

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 9, July 2006

Cover image: The cover is split in half from top to bottom. The top half is an image of a wooden office door with a brass knob. A plaque reads, "Kitty Pryde – Advanced Computational Theory – Student Advisor." Beneath that is a simple sign made with paper and markers and taped to the door. The sign is slightly askew and reads, "Welcome, Parents." The lower half of the cover is solid blue, with the words, "CIVIL WAR" written in large white letters and "A Marvel Comics Event" in smaller letters slightly below that.

* * *

Salem Center, New York

The silent streets glisten in the chill pre-dawn air under the glow of the moon and streetlamps. The clear night sky is the color of Poe's moods. A gentle breeze stirs a loose sheet of newspaper around a post office box.

A dark van parked across the street from the Three Rivers Bank waits like a lion in tall grass. The sudden keening alarm coming from the building announces what it has been waiting for.

BRAPAPAPAPAPAPAPAPAP!!!

The glass doors of the bank shatter into millions of shards as a spray of bullets is fired through them. In seconds the doors become little more than frames hanging loosely on their hinges. A band of three men in ski masks leap through them and make for the van. One of them is armed with an uzi, the other two with pistols.

"Why'd you go and shoot out the doors?" one of them demands.

"'Cause thanks to you setting off the alarms, we don't have the luxury of time, that's why!" the one with the uzi explains. "Now get in the van before the cops show up."

"Or worse," the third robber says.

"Just go!" the leader yells, but all of them are looking up in terror as a shadow falls on them from above.

Descending upon them with the aid of a jet pack is a menacing figure completely encased in large golden armor. Its segmented limbs and wide, bowl-shaped helmet give it an insectoid appearance, and the tips of its arm-pods crackle from a strange, glowing energy.

\Human hostiles, you are ordered to halt and drop your weapons,\ the new arrival states in a computerized voice.

"Who the heck's that?" one of the robbers says, on the verge of panic.

"Is it a mutant?" another asks.

"Ain't you seen the news?" the leader says. "That's the new local super. Calls himself 'Anticipation,' or something."

\You are correct,\ the alien says in response to the explanation. \Surrender now so that the authorities may arrest you without the need for violence.\

"Screw that!" the leader of the robbers yells. "Drop him!"

* * *

The two robbers with pistols raise their weapons and fire at Anticipation. The alien swings one of its stumped arm-pods and the glow around it widens and hardens until it becomes a force field the size of a buckler. In a blur of motion the shield darts back and forth, catching the bullets, which sizzle as they disintegrate into atoms.

\It is useless to attack,\ Anticipation informs them as it lights to the ground, effectively bisecting their path to the van. \I am able to predict when and where your strikes will come and respond accordingly.\

"Shut up!" the leader says as he aims his uzi at Anticipation. "Ain't no way I'm letting some punk named after a Carly Simon song take me down!" He fires his weapon, but his bullets also melt into oblivion when they reach the shield.

\As you wish,\ the alien says. A slot opens at the end of one of its arm-pods and a thin device slides out of it. A long, green energy whip erupts from the device and Anticipation draws the arm-pod back as it prepares to assail them with it.

Before it can complete the attack, however, its head abruptly swivels to the side. \Eh?\ it says.

It bends backward to avoid a small projectile as it whizzes past. However, even as it does this, Anticipation realizes the attack was merely a warning shot. It does succeed in getting the attention of both Anticipation and the stunned bank robbers.

Down the street is a team of S.H.I.E.L.D. agents dressed in padded body armor. They have all leveled strange rifles at Anticipation and are poised to strike at a moment's notice.

"FREEZE!" one of the agents yells. "Anticipation, you are conducting vigilante activity in violation of the Superhero Registration Act. You are ordered to deactivate your weapons and turn yourself over to us for processing. Do you understand?"

Anticipation regards them silently. The robbers, realizing nobody is paying attention to them, seize the opportunity to slip away.

"Do you understand?!"

* * *

Logan and Scott Summers walk the halls of the institute, chatting as they wander to wherever it is they're going. They are both in costume, but the shorter man seems far more relaxed and comfortable. His companion is stern, almost stiff, and takes his steps like a locomotive: one direction and lots of steam.

"So that's what happened?" Logan inquires conversationally. "Shatterstar and Domino broke in and pulled their idea of a jailbreak and made off with half the 198? And now Bishop's run off to work with Stark?"

"Yes," Scott confirms in his businesslike tone. "They're planning to track down the missing members of the 198 and send them right back here, willingly or unwillingly."

"Sounds like I missed a decent scrap last night." Logan shrugs and says, "I shouldn't be surprised about Bishop, though. If anyone out there has a bigger stick up his ass than you, it's that guy."

"You're not helping, you know," Scott tells him.

SLAM!

Both men note the sound of a door slamming in the distance. They don't have to wait long to see who the source of it was.

"Looks like Kitty's on the rampage," Logan comments.

Indeed, Kitty approaches them looking especially vexed, and shows every sign that she is likely to walk right through anyone who dares get in her way. Her likelihood of doing so while intangible is up for question.

As she draws close, Scott decides to get her attention. "What's wrong, Kitty?" he asks.

Kitty grinds to a halt in front of them. She glances from Scott to Logan and back to Scott. As her gaze returns to the man known as Cyclops her scowl melts into an expression of utter sympathy. Her eyes become wide with dramatic pity. "I finally understand," she says emphatically. Without any warning she pulls him into a comforting embrace, thrusting his chin over her shoulder as she might a child or beloved sibling.

"You poor, poor man!" she declares.

"Kitty?!?" Scott sputters.

She draws back, holding him at arm's length. "How? How have you put up with it for so _long_?"

Without waiting for an answer she detaches herself from him and turns to Logan. Her scowl returns and she jabs him in the arm.

"Jerk," she says before resuming her journey down the hall.

Scott and Logan look at each other with matching bewilderment.

"What was that all about?" Logan asks.

Scott frowns. "I might have an idea. I'd better go talk to her."

As Scott leaves to follow Kitty, Logan shrugs.

"Your funeral, bub."

* * *

Kitty stands inside Scott's office, near the door. Her hand is still on the knob as she faces into the room and points an angry finger in the same direction. Her hair billows around her as though she were at the tail end of a violent spin. Livid eyes glare with righteous indignation as she hollers what's on her mind.

Stan Lee does not present

"**HEADMISTRESS FROST IS A JERK!"

* * *

**

Scott sits at his desk, looking concerned and flustered as he weathers the outburst. "Kitty, I'd like to help you, but you need to calm down."

"I'm through being calm, Scott!" Kitty says as she marches to his desk. "That woman has gone too far I tell you!"

"I'd guessed as much," Scott says. "So what exactly has she done? _This time?_

"She put me in charge of Parent-Teacher Night!"

Scott stares at her for a moment, unsure if he's heard her correctly. "That's a good thing, isn't it? She wouldn't give you such a responsibility if she didn't have faith in you."

"It's _tonight,_ Scott, and even if I didn't already have plans, which I _do,_ I still wouldn't have time to prepare!"

"Tonight?" Scott says, suddenly looking uncomfortable. "In all the excitement last night, I must have forgotten." He places his hands on the table and looks at Kitty. "I'm sorry, Kitty, but Emma won't be available. You're just going to have to do as she says."

"Are you serious?" she says. "We shouldn't be doing this at _all_, especially after the incident last night."

Scott's response is both calm and unyielding. "Normally I might agree with you, but the exact opposite is the case. The X-Men's official position on the Superhero Registration Act is still neutral, and with the number of incidents we've had at the institute recently, we need to do something to restore confidence in the public. Otherwise the only students we'll have left will be the ones who have nowhere else to go."

He tries to lighten the mood a bit by adding, "Besides, most of the students come from all over the Country, even the World, and we've paid too much to bring their parents out here."

Kitty glares lightning bolts at him. "I knew you'd take her side," she grumbles, crossing her arms. "Wouldn't want to spoil a perfect record, after all."

Scott sighs. "All right, that's enough, Kitty. It's one thing to be upset, but now you're just being-"

"Don't say it, Scott," Kitty warns.

"-childish."

* * *

Kitty's hands shoot to the air. "Do you have any idea how sick I am of that word?" she fumes. "How many times it's been flung in my face since I came back to the team? And do you know who loves to use it the most? I'll give you three guesses, and the first two don't count!"

"We all knew your history with Emma would make it difficult to get along with her, Kitty," Scott says, "but even you should have realized by now that she's not the same woman we used to fight back when she was the White Queen of the Hellfire Club."

"That's the problem, Scott. I do realize that. Against all my better judgment I have tried to work with her on the team. I still don't trust her, but for the most part I've managed to accept her. It hasn't been easy, you know. Reform hasn't exactly done wonders for her personality. But at the same time, she has to realize that _I'm_ not the same fourteen-year-old girl she kept trying to kidnap and brainwash. Even then I wasn't exactly what you would call sweet and innocent, and now, after everything I've been through..." Kitty's shoulders sag, as if exhausted by the weight of her own memories, but her eyes still flash with anger. "She has no idea what I'm really like. What I'm capable of."

Scott folds his hands together and with them creates a tent on which to rest his chin. "Actually, she knows all too well. At times I think it even frightens her, though she'd never admit that herself."

Kitty hesitates, unsure whether to find that revelation greatly amusing or not so much. Finally she relaxes a bit and says, "Maybe I am being a little unreasonable. I've sort of been on edge lately."

The Headmaster nodes in understanding. "Still chasing your phantom imposter?" he asks.

"She's no phantom, Scott. She's real."

"Relax, Kitty. It's not that I don't believe you. We've certainly dealt with stranger things than clones. It's just that there's no evidence to support your contention. All we've got is your word that it wasn't you on the team back then."

Kitty frowns. "That's why I'm working so hard to prove it. _She's_ hunting _me,_ now, Scott. You don't know what she did to Stevie. I have to find her before she hurts anyone else."

"I can understand that" Scott says sagely. "Still, I would like it if you kept your outbursts less public, at least. We have student morale to consider."

"I _did_ wait until we were in your office before I started shouting," Kitty reminds him.

"True, but your thoughts were clearly written on your face."

"Fine, I'll work on it," Kitty says. Her expression hints that she won't work very hard, however. "Are we done, now? I suddenly have a lot of preparation to do, now that I'm in charge of Parent-Teacher Night. _Alone._"

Scott taps a finger to his cheek. "Tell you what. If you can get someone else to take over for you, I'll talk to Emma and get the responsibility handed off to them."

Kitty hesitates. "You promise?" she says uncertainly.

Scott nods and extends a hand to her. "Scout's honor."

Kitty reaches over and shakes his hand. "You've got yourself a deal, Mr. Summers," she says with a smile.

* * *

Kitty is walking down the hall and swiftly passes a plain looking door with a plaque that reads simply, "Logan." Her eyes are planted forward and she doesn't so much as glance at the door.

---

The blue-furred X-Man known as Beast dries his paws with a towel after having washed them in the laboratory sink next to him. "I'm terribly sorry, Kitty. I have some rather pressing business I must attend to this evening."

"C'mon, Hank. If you do this I promise I'll let you choose where we go for our weekly outings for the next month. No complaints."

"It's quite impossible, I'm afraid."

---

Kitty whisks past Wolverine's door, going the other direction. As she does so she mumbles the words, "I'm not _that_ desperate."

---

In Iceman's classroom, Robert "Bobby" Drake busily files a sheaf of papers and avoids looking Kitty in the eye. Kitty is leaning on his desk and attempting to look intimidating.

"I'm not taking 'no' for an answer, Bobby." Kitty says, trying to sound like she can back those words up. "You have a responsibility to the students. As a teacher, as an X-Man, and as a former Champion _and_ former Defender."

"Can't" Bobby tells her. "I'm... er... hanging out with Warren tonight. He... had a fight with Paige and needs some cheering up. You understand." He continues to avoid meeting her gaze.

---

Kitty pauses for half a second as she passes Logan's classroom. "Be strong, Pryde," she tells herself, and moves on.

---

Rogue is in the gym, lifting weights while Kitty spots for her. "You know, Rogue, I've always said that you deserved your own team. You're smart and creative and brave and everyone looks up to you..." Kitty does her best to slather as much honey on her words as she can manage

"Ah'm not taking over Parent-Teacher Night for you, Kitty," Rogue says flatly.

"Damn it!"

---

Kitty starts to reach for the doorknob of Wolverine's classroom. At the last moment she withdraws her hand, which almost trembles from the desire to twist it. "No, just... no."

---

"Sam!"

"No!"

Samuel Guthrie, aka Cannonball, beats a hasty retreat down the halls. His tall, lanky figure makes it easy for him to outpace Kitty.

"C'mon Sam!" Kitty calls after him.

"Forget it!"

"I'll beg if I have to!"

"Ah'll fly if Ah have to!"

---

Kitty stands in front of Wolverine's office with a defeated look on her face. Heaving a great sigh, she slowly opens the door.

* * *

Logan sits at his desk like a rudely awakened bear. He leans back in his seat, arms crossed, feet perched on the desk, his eyes cold and impassive as polished river rocks. He is dressed in a pair of comfortable, loose-fitting pants and a short sleeved shirt that generously displays his hairy, muscular arms. On the wall behind him is a framed picture of Guardian and Vindicator from Alpha Flight as well as a couple Haiga art pieces. Near Logan's feet are both a bonsai tree and a miniature rock garden.

Kitty stands in front of his desk, rigid as a marionette and talking in a rush of words while Logan says nothing.

"...I understand that this is short notice, and normally I don't ask favors like this..."

Logan says nothing.

"...but I've already asked everybody else I can think of, and they're _all_ ah... unavailable. Honestly, if Emma weren't constantly trying to drive me crazy I wouldn't even be _in_ this position...

Logan's expression is flat and utterly devoid of sympathy.

"...I realize of course that making nice with the public isn't exactly your thing, but you're so good at improvising, and you'd be saving me from a fate worse than death..."

Logan drums his fingers against his bicep. Kitty's resolve, weak to begin with, begins to falter under his piercing stare.

"...it would sure mean a lot to me...

"...and, well...

"...I just, um..."

Logan maintains his silence, practically beating her down with it. Once Kitty breaks eye contact, she knows she has lost. She drops her head and sighs heavily.

"Never mind," she grumbles. "I'll do it."

At this, Logan finally grunts. As Kitty shambles her way out he says, "I'm glad we had this talk, Darlin'. Come back anytime."

* * *

Kitty is in her room, pacing between her bed and Rachel's as she holds her cell phone to her ear. She hears the faint buzz of the line on the other side ring a couple of times before it gets picked up.

\Hello, Kitty,\ the voice on the other end says.

"Hey, Lou," Kitty returns the greeting. "About our plans-"

\No need to apologize. I know you did everything you could, but you have responsibilities.\

Kitty stares at her phone in disbelief. "How did you..?"

\I felt the vibes of your disappointment coming from the phone,\ Lou explains.

"Oh, right, the vibes," Kitty says with a mild smirk as she remembers her new friend's stated source of her unusual pronouncements.

"How do I always manage to make such weird friends?" Kitty wonders silently.

"Are you feeling all right?" she continues. "You sound a little exhausted."

\I have been running,\ Lou says. \I really must go, now. We'll meet another time.\

"Wha-? Lou, are you all right?" Kitty says. She gives her phone a worried look. "Lou? You didn't hang up already did you? Lou?"

After getting no response, Kitty cuts the connection and stuffs the phone back into its carrier. She opens her closet and paws through it, thinking, "What was that all about? She sure was talking in a hurry. I hope everything's okay."

She wanders into the washroom, reaching for the brush on the sink as her thoughts continue. "I'll have to let Rachel know, too. She was looking forward to meeting-" Kitty pauses as something perched on the mirror catches her eye.

"What's this?" she says out loud. She reaches out and takes a small envelope with the word "Kitty" written in flowing cursive.

"A letter?"

She opens the envelope and withdraws the contents. Her eyes flit back and forth as she reads what is written on the single sheet of paper.

_Sorry, Kitty. By the time you read this, I'll have left the mansion. I should have told you about this in person, but you would have tried to talk me out of it. I'm going away on a mission to help the Professor do something important. He really needs me now that his own powers are gone. Kurt and Uncle Alex are coming too, and I don't know how long we'll be away, but it might be a while._

At this point in the letter the word "Dad" is written and crossed out.

_Scott knows all the details, so when you get a chance you should ask him. Try not to get too mad at him, though. He's dealing with a lot right now. _

_No goodbyes, just "until I return,"_

_Rachel._

_P.S. When are you and Peter just going to get on with it, already? Do you have any idea what it's like to be a telepath stuck in the same room with somebody having those kinds of dreams?_

_P.P.S. Yes, he probably would enjoy that one thing. A lot._

By the time she finishes the letter Kitty is holding it with both hands and her eyes are wide with disbelief. She closes them and draws a long, steadying breath.

"This day just keeps getting better and better," she says in frustration.

* * *

The children of Kitty's Fan Club, Warren Epps, Ben Rice, Alana DuBois and Scott Lightfoot are gathered in the mansion's workshop. Scott is standing in front of a large vise with one of his hands trapped between the clamps. One either side of him is Ben and Alana, who strain against the wheels that open and close the apparatus. Warren watches the three of them with interest.

"C'mon, guys, squeeze harder!" Scott urges.

Ben is practically hanging from the wheel on his end. "It won't go any further!" he wheezes.

"Are you sure this doesn't hurt at all?" Alana asks curiously.

"I don't feel a thing, just like when I was caught in that giant claw," Scott says, smiling. "It's like my hand isn't even there!"

Warren smirks and crosses his arms. "I dare you to put something other than your hand in there," he says.

"Like what?" Scott asks, interested.

"He's just teasing you," Alana says, unwinding her wheel. Once the jaws of the vise open, Scott draws his hand free.

"So what do you think's going on with his powers?" Ben asks. "I thought he could only make himself seem weightless."

"It might be some kind of force field," Alana muses. "We should probably tell Doctor McCoy and let him run some tests."

"Let's do a few more tests of our own, first," Warren says, looking around the workshop for something interesting.

Ben also looks around, but less eagerly. "We should probably wait," he cautions. "We'll get in trouble if we accidentally hurt Scott."

"Nothing's going to happen," Warren assures him as he wanders toward the metal folder at the other side of the room. "This one looks interesting." He leans forward to inspect the machine more carefully and accidentally bumps the metal shelves behind him.

"Warren, look out!" Alana yells.

He looks up just in time to see a large hammer falling from the top shelf.

* * *

"I've got it!" Scott yells. He almost seems to vanish from where he stood as he runs across the room, practically warping the air around him from the speed of his movement. In less time than a burst of flash powder he crosses the room and leaps into the air, catching the hammer before it can land on Warren's head. He lands on the ground, proudly holding the hammer aloft.

Everyone stares at him in stunned silence for a moment before joining together in a wild display of awe.

"WWWWHOAHHHHHH!!" they all shout. "Did you _see_ that?" Alana adds.

"Scott, you just ran across the room in exactly one fifth of a second!" Ben announces.

"That was amazing!" Warren says excitedly, completely forgetting the painful fate he had just been rescued from.

"I really did! But... how?" Scott wonders.

"It's another new power, I bet!" Alana pronounces.

"But that doesn't make sense," Warren explains. "He can't have _that_ many different powers. Maybe we _should_ let Doctor McCoy test he before we do anything else."

Scott is practically bouncing with excitement. "This is so cool! Let me try that again!" He runs back to where he started, but only at the speed of an ordinary teenager. "Huh?" He says after a few steps. "It didn't work!"

Warren nods his head, satisfied. "See? It's like he was charged up or something."

"Who cares?" Scott says, though he does look a little disappointed. "I can't wait to tell Nanna about this when she comes today!"

Alana perks up at this. "Oh, yeah! It's Parent-Teacher Night! I almost forgot! My big brother's coming. What about you, Ben?"

"My dad," Ben says unenthusiastically. "But he's just gonna embarrass me. Is your mom coming, Warren?"

Warren gives them a wry grin. "Maybe, but I'm not holding my breath. Mom's late for _everything!_" The others join him in a laugh.

"Oh, my gosh!" Alana says, "They'll be arriving in just a few hours! Let's go get ready!"

Ben, Alana and Scott all hurry out of the workshop. Warren hangs back a little. When they are gone he breathes in and clamps his lips shut, cheeks puffing out.

Nothing happens.

"Come on, Warren!" someone says from outside the room.

Warren releases the breath he'd been holding. "Be right there!" he calls. He quickly disguises his frown with a cheerful smile and rushes out of the room to join his friends.

* * *

Kitty stands in the middle of one of the mansion's many gyms. Her arms are spaced apart, hands forward, a battle stance. Her face is a picture of concentration peppered with beads of sweat. She is dressed in a simple gi and facing her is a similarly dressed Peter Rasputin. Their feet squish on the soft blue mat beneath them.

"I won't go easy on you," Kitty warns as she takes careful steps sideways.

The man known as Colossus follows her movements, cutting the other half of their circle. "Da. You have not been going easy on me for the better part of an hour."

"And you're still holding back!" Kitty says, launching herself at him. Peter deflects the blow, turning Kitty so that she lands several feet away from him.

"You said you wanted to blow some steam, Katya," Peter says, readying himself for her next attack. "I wasn't expecting full scale combat practice."

Kitty fires another couple of punches at him, solid blows to his chest. Peter is knocked back a bit, but shifts to the side, allowing him to grab her arms and fling her several feet away. "Whoop!" she says with mild alarm. Kitty twists in mid-air, rolling into the fall and catching herself with her hands. She performs a quick somersault and lands back on her feet, facing Peter.

"You can do better, Peter. You'll have to. You need to be ready."

"Ready? For what?" Peter asks.

Kitty springs at him like her namesake. "_Her!_" Peter crosses his arms to block the blow she aims at his head, but it is a feint. She drops to the ground and kicks his legs out from under him. Peter lands on his back with an unceremonial thud.

"Oof!" Peter gasps. He tries to get up but Kitty follows through by leaping onto him, pinning his arms with her knees and pressing her hands onto his shoulders to keep him flat.

"I presume you are referring to your clone," Peter says with an indulgent smile.

"This is serious, Peter," Kitty insists as she throws her weight down to prevent his movement. "What are you going to do if she tries to kill you?"

Peter's smile grows a hair wider. "I guess I always assumed an evil clone of you would try to seduce me."

* * *

Kitty's eyes widen, appalled by what he's just said. The distraction is enough for Peter to hook his legs around and flip her back so that he is the one pinning her to the mat. His arms hold her wrists close to her head as he straddles her. One flap of her gi is slightly askew, exposing part of her bare shoulder. He grins again, sheepishly this time, as he realizes how close their faces are in this position.

She glowers at him. "I hope you haven't forgotten what I said a while back. About axes, I mean."

"It was very creative," Peter releases Kitty and helps her to her feet. Their faces are both flush as they look at each other. "I am sorry. I should not have teased you, but assuming your clone exists, I hope that you trust me enough to know which is the real you."

"Of course I trust you, Peter," Kitty says, looking him in the eye, though with more sadness than anger. "But she fooled all of you once before, and until I can find her, I'm going to worry about it. I just... I don't want to lose you. Not again."

"I'll be careful, Katya," Peter tells her gently. "I promise." He glances at the clock mounted on the wall next the door. "Our guests will be arriving soon. Have you worked through enough of your frustrations?"

Kitty sighs. "Yeah. Now it's just nerves I have to worry about."

"Nerves?" Peter scoffs. "I think, perhaps, you are making too much of this. You have been to the edge of the universe and back. You've battled _demons_. These are just your students' parents." He smiles as he offers the next words of encouragement.

"How bad could it possibly be?"

* * *

The students are gathered outside as the parents begin to arrive. The visitors are a motley assortment, gazing at the mansion in wonder. The sentinels they regard with fear and suspicion, save a few who look on with pride.

All around the abstract phoenix statue memorializing Jean Grey, students and their parents are reunited. Some meetings are tense, while others are joyful.

"Ah, Nanna, not in _front_ of everybody," Scott says with embarrassment as his grandmother works on cleaning his cheeks.

An equally embarrassed Ben stands awkwardly in front of his father.

"Hey, Champ!" the large man says, "C'mere and give your old man a hug!"

"Pierre!" Alana shouts with delight as she runs toward a man who might be in his late twenties or perhaps his very early thirties. She gives him a warm embrace and says, "You made it!"

Kitty's field uniform helps distinguish her from both the parents and the students. She watches the proceedings with a touch of nostalgia. "The school sure has come a long way since I was a student here," she thinks. Stepping forward, she whispers, "Here goes nothing."

Once the greetings are more or less over with, Kitty clears her throat. "May I have everyone's attention, please?" She waits until enough of them fall silent before she continues. "Thank you."

The rehearsed speech is brief and to the point. "Welcome to The Xavier Institute for Higher Learning. My name is Kitty Pryde and I'm one of the teachers here. Later tonight I'll be meeting with each of you to discuss your children, but there are a few things to take care of before then.

"I know that most have you have come a long way to be here. We've prepared lodgings for each of you, and your bags have already been taken up to your rooms. Now if you'll follow me, we'll start with a brief tour of the mansion..."

Meanwhile...

In an abandoned warehouse in Salem Center, Anticipation sits on unsteady legs and uses one of its arm-pods to keep itself upright. Scorch marks cover the golden armor and a tiny spray of sparks burst from one shoulder.

\Damage assessment: Thirty-five percent functionality. Unable to initiate repair sequence. Recommend locating outside resources.\

The main doors to the warehouse are blown inward by some explosive force. Anticipation lifts its head in time to see a flood of S.H.I.E.L.D. agents rush inside.

* * *

Kitty smiles warmly as she greets her first guest, a short, elderly woman with braided grey hair and bright eyes.

"Hello, Mrs..."

She quickly glances down at her clipboard and sees that the name at the top is "Julie New Dawn."

"...Dawn. You must be Scott's grandmother. How are you this evening?"

Mrs. Dawn returns her smile and steps inside. "Much warmer, now that I'm inside. I'm afraid I'm not used to this chilly East Coast weather."

"I'm sure you'll be comfortable here," Kitty says in a friendly voice. "The mansion has a very sophisticated climate control system."

"Oh, my," the woman says, impressed.

Kitty brushes past her. "Now then, if you'll just follow me to my de- WUAHHHHH!!!"

Mrs. Dawn has reached up from behind Kitty and taken hold of the back of her head. Kitty stands on the tips of her toes, nearly falling backward. Her eyes are wide with alarm. The woman seems to pay no heed to Kitty's reaction as she calmly massages Kitty's skull.

"It's phrenology, Dear," the elderly woman explains in a cheerful voice. "The study of people and their character by reading the bumps on their heads. It's a very modern and respected science."

Kitty does her best to remain still for the old woman's benefit. "H-how interesting," she says through a frozen smile.

"Does she have any idea how close I came to thinking that was an attack?" she thinks helplessly.

"My, my, you are an extraordinary young woman," the woman muses out loud as she explores the parietal bone. "So brave and spirited. Loyal to your friends. Oh, my! _Very_ intelligent, I see. My little Scotty is certainly fortunate to have you for a teacher."

"Ah, Mrs. Dawn," Kitty says carefully, "If we could move to the desk..."

"Oh! Of course." She releases Kitty, who sags with relief and almost sprints to her seat at the desk. Julie follows her, taking her own seat at the other side.

"God, my skin is crawling!" Kitty thinks with a shudder while she sorts through her papers.

"Your grandson is a very enthusiastic student, Mrs. Dawn," Kitty begins, trying her best to sound official. "He's always willing to participate in classroom activities and works well with groups. There are times when he can be a little _too_ enthusiastic, however, and he sometimes has trouble focusing on a single task. With some effort he can certainly overcome-"

"My little Scotty has a crush on you, you know," the elderly woman interrupts with an amused smile.

Kitty's mouth hangs open as she stares at Mrs. Dawn. "Ah-"

"Do let him down gently when he finally musters up the courage to tell you, won't you?"

* * *

Kitty sees Mrs. Dawn out of the classroom. "Thank you for coming, Mrs. Dawn. It was very nice talking with you."

"God, that was a nightmare," Kitty thinks. "With any luck, the worst is over, at least."

---

"Eep!"

The waifish woman sitting at the other side of Kitty's desk seems unusually jumpy and her wide eyes dart in every direction. Her long nose makes her look like a weasel sniffing out food.

"That was just one of the Sentinels outside making its rounds," Kitty tries to assure her.

"What was that other noise?"

"Just someone walking upstairs."

"Are you sure?" the woman says, biting her nails nervously.

"Of course, Mrs.-"

"Eep!"

"That's just the clock ringing in the hour."

---

A studious looking man with a short, scruffy beard is barely sitting on the edge of his chair as he talks to Kitty.

"Oh, this is wild. I can hardly believe that I'm actually in the same room with you, Miss Shadowcat. It's still Shadowcat, isn't it?"

"Miss Pryde," Kitty tells him. "Now, as I was saying, your son is very good with his classwork, but can sometimes be a little disruptive-"

"May I have your autograph, Miss Shadowcat?"

Kitty sighs.

---

An elegant, voluptuous woman with plump lips sits uncomfortably next to a boyishly handsome man with neatly trimmed hair. They are both well dressed and are regarding each other with stubborn and unfriendly looks.

"I'm sorry Mrs. Smith," Kitty says in a stern voice, "but we're here to discuss your daughter, _not_ your marriage problems.

---

Kitty does her best to look like she's paying attention to the parent sitting across from her. The woman has her arms in the air and weaves in her seat like a revival preacher.

"...and after the aliens returned me to earth I found out I was pregnant, and I knew then that my child was a gift from our extraterrestrial guardians."

"Fascinating," Kitty says, stifling a yawn.

"I wouldn't have chosen to send my son here, but they don't have any schools for alien children, do they?"

---

Kitty and the plump woman visiting are both out of their seats and leaning away from each other. Kitty does her best to restrain Lockheed. The little purple dragon in trying to squirm out of her grip and launch himself toward the parent. The woman is clinging desperately to an oversized handbag containing a very upset looking Pomeranian whose teeth are bared.

The Pomeranian barks incessantly at Lockheed, sounding like a deranged alarm clock. "Yap yap yap yap yap!"

"Hssssssss!" Lockheed retorts.

"Lockheed, cut it out!" Kitty yells. "I'm sorry, Ma'am, I honestly don't know what's gotten into him!"

The woman seems to pay no heed to a word she says, "That disgusting reptile is frightening my precious Dinky!"

---

A large man wearing a khaki police uniform and a stiff-brimmed hat sits at attention in his seat as he hammers Kitty with questions. "...as a respected public servant myself, I feel that Superhero Registration is well overdue and it's a shame that it took a tragedy like Stamford to wake the Country up to that fact."

Kitty has her arms crossed, effectively throwing up a silent wall against him. "The X-Men are neutral on the issue. Now if you don't mind, I'd much rather discuss the academic performance of your son."

"But don't you think it's irresponsible to allow vigilantes to run around unsupervised?" the man presses.

"Are you supposed to be wearing that uniform while you're off duty?"

"I don't talk about the way _you_ dress, Missy."

---

A strange man in powder blue robes and a matching pointed hat sits uncomfortably in his seat and rubs his loose sleeves as if he wants to reach for something held within. "I really must complain about the way your Potions Master has been treating my daughter," he says in a stiff voice.

"We don't _have_ a Potions Master," Kitty says, covering her face with one hand as if massaging a headache.

"You don't? Hm, perhaps I was misinformed. However, I've also heard some rather alarming things about your Professor of Divination..."

"Are you sure you're at the right school?"

---

A greasy man with thin hair leans forward with both hands planted firmly on the edge of Kitty's desk and leers at her like a used car salesman. "So, be honest, do you think the Headmistress would go for a guy like me?"

Kitty trusts one hand to the side, pointing at the door to her classroom.

"Get out," she commands flatly.

* * *

Salem Center

Anticipation somersaults through the air, twisting on the down swing in ways that seem too fluid for the bulky armor. A spray of projectiles zip past the alien, missing it by inches. All save one, which ricochets off with a "ting!"

\Situation unacceptable,\ Anticipation says as it continues its flight from the agents pursuing it. \Local citizenry will be put at risk if this continues.\

The alien dives behind a building and looks a short way in the distance, where it notices the Xavier Mansion peeking slightly through the tips of the lower wood leading to the property. The tall robot Sentinels that had been a mainstay at the grounds are mysteriously absent.

\Alternative selected. Proceeding with new course.\

The Xavier Institute

While Parent-Teacher Night goes on inside, a small group of soldiers from the Office of National Emergency meet outside on the grounds. Among them is a stern looking, tall blonde in a dark business suit.

"Director Cooper," one of the officers says, addressing the blonde woman. "The new model Sentinels are en route. They should be arriving on the grounds in one hour."

"That's good news, Colonel Reyes" she says. "They should put an end to the constant security breeches we've been having."

Just then, a soldier runs up to join the group. "Colonel Reyes!"

The man turns to address the soldier. "What is it, Sergeant?"

"Sir, one of the Sentinels has detected mutant signatures off grounds. We think it might be the X-Men."

Valerie Cooper sighs. "Here we go again," she grumbles under her breath.

Colonel Reyes maintains his composure. "Have one of them lay in a new course to intercept. Looks like your hunch about them trying to track down the 198 on their own was on target, Ms. Cooper."

"Let's just hope we can stop them before they make the situation even worse," she answers.

* * *

Kitty pokes her head out of the door and looks at Warren. "Is your mom here, yet, Warren?" she asks gently.

"No, Miss Pryde," Warren says, trying to look casual. "Maybe soon, though."

Kitty gives him a sympathetic look. "Don't worry. I'll hold her place." Directing her attention to one of the parents, she says, "Mr. Rice, you're next."

Inside her classroom, Kitty goes through the motions of her introduction and then rolls into her summary of Ben's performance. By now she has done it so many times it feels natural to her.

Ben's father is a large, burly man with a neatly trimmed beard and as much paunch as muscle. His once square jaw hints of a high school quarterback gone to pasture. He is listening to Kitty talk with an insincere look of attentiveness.

"Your son is one of my best students, Mr. Rice. He excels in almost every subject and is happy to accept any assignment no matter how challenging. He even asks for extra credit on a regular basis."

"Uh-huh. Yeah. Hmm," the man says between her sentences. "I see..."

"I'm hoping to see him work a little harder on interacting with the other students. He gets along well enough with everyone, but it can be hard for him to come out of his shell sometimes."

Mr. Rice abruptly slaps his hand on the desk, startling Kitty. "Let's cut to the chase, Miss Pryde. How long before my kid makes X-Man?"

Kitty blinks. "What was that?"

"Well that's the important thing, isn't it? That's what everyone here is training for. The big time. Taking out bad guys like Magneto and Dr. Doom, right?"

Kitty flashes him an angry look. "Mr. Rice, you do realize that the purpose of this school is to train young mutants in the _responsible_ use of their powers, don't you?"

Not catching her tone, the man leans forward. "Yeah, sure. And the ones who are the best at it get moved to the big leagues. So are we talking a year or two, maybe?"

"How dare you?!" Kitty says, her hackles fully raised. "We have enough problems with protesters accusing us of raising an army without people like you encouraging it! Do you have any idea what kind of life that is? Didn't you notice the giant robots camped out on the lawn? For our 'safety?' How dare you treat what we do like some sort of spectator sport!"

Realizing that he might be in a little trouble, Ben's father tries to back off in his chair. "Hey, easy, lady. I didn't mean it like that."

"How did you mean it, then?" Kitty challenges. Rising from her chair, she storms over to the man and pokes his chest with a finger. "Being a mutant makes Ben very special, especially since M-Day, but the X-Men exist only because we have to!"

Mr. Rice gets up from his chair haltingly. "I'm sorry, okay? You don't have to freak out on me."

"Hold out your hand, then," Kitty orders.

"Huh? Why?"

"Do it."

Mr. Rice does as he's told, and Kitty drops something small into his hand. When he looks, he is even more confused by what he finds.

A fresh stick of chalk.

Kitty points to the chalkboard. "You'd better get started. The other parents are waiting."

* * *

Alana's older brother studies the chalkboard with one raised eyebrow. Scrawled across its length is the repeated phrase, "The X-Men are not a varsity football league."

Pierre DuBois is in a well-tailored suit, which he wears comfortably. His shoes are neatly polished and square cufflinks are visible at the ends of his sleeves. His stern face is tinged by the shadow of youth and sharpened by his piercing olive eyes as well as the tiny cleft in his chin. Not a single lock of his wavy, jet-black hair is out of place and his face is completely free of stubble.

As he slides into his seat, Kitty flips a page in her file. "I apologize for the delay in meeting with you, Mr. DuBois," she tells him. "My previous meeting needed to cover a lot of territory."

"I can see that," he responds dryly. "And please, call me Peter. I see no need to stand on ceremony for this."

Kitty shrugs. "It's nothing to be concerned about, really. Now, your sister has been a student here for quite a while, so much of what I have to discuss predates her involvement in my class."

"Ms. Pryde, before we begin, I feel I must impress upon you how important my sister's education is to me," Pierre says in a grave voice.

"About time _somebody_ was interested in someone other than themselves," Kitty thinks.

"I can assure you that Alana has been an excellent student-"

Pierre lifts one hand to cut her off before interrupting. "That is why I must insist on knowing what your credentials as a teacher are."

Kitty stares at the man, momentarily silenced. When she regains her voice, all she can manage is a drawn out, "Excuse me?"

"Ms. Pryde, since our parents died, Alana is all that I have left of my family. There is nothing I would not do for her, and I want her to have the very best when she completes her education. I certainly don't expect her to remain _here._

"I have no objections to certified instructors like Dr. McCoy, and while Headmistress Frost does have a questionable past, her track record as a teacher is most impressive. I happen to be a graduate of the Massachusetts Academy myself. Still, I must question the opportunities Alana will have if she's left in the hands of unproven teachers such as yourself."

Kitty sputters with indignant outrage. "Unproven--? Mister, I'll have you know I have been taking University level courses since I was thirteen!"

"Which was how long ago? Eight years? Nine? And where are your degrees? Surely you must have at least one by now, yet I see no evidence of such. You seem to make a habit of leaving educational pursuits unfinished, Ms. Pryde. I'm sure you can see why I would find this troubling."

Kitty visibly fights back a savage retort. "_Mister_ DuBois, I can assure you that there is absolutely no reason for you to be concerned-"

At that precise moment alarms go off all throughout the mansion.

* * *

Kitty and Pierre DuBois emerge from the classroom to find the halls filled with worried students and parents.

"Those are the perimeter alarms!" Warren declares. "Are we being invaded?"

"We'll worry about that later," Kitty tells him. "Right now everyone needs to get to safety! This way!"

As they rush down the hall they are joined by even more students and parents, as well as Peter, who has transformed into Colossus, his metal skin gleaming. "Katya!" he calls to her. "What's happening?"

"We don't know yet," she tells him. As the two groups merge and continue their journey she looks around, confused. "Where's Scott?" she says to Colossus. "Where are _any_ of the other X-Men?"

"I haven't seen any of them all night," he says.

"There has to be _somebody_ here! Peter, take over this group. I'll see if I can track down any others and figure out what's going on while I'm at it."

Before she can split from the group, however, they suddenly find their path blocked by a team of ONE soldiers wearing their black uniforms and holding heavy rifles.

"NOBODY MOVE!!" One of the soldiers says.

"Eep!" the jittery parent from earlier screams.

* * *

"What's the meaning of this?" Kitty says as she stands between the soldiers and the parents she had been leading.

"We've been informed that an unregistered super was headed this way while fleeing from S.H.I.E.L.D." the lead soldier tells her. "We believe he is present on the grounds at this moment."

"Are you insane?!" Kitty shouts. "We have civilians here! You can't just come barging in, scaring them half to death, because of the Registration Act! Especially here! The X-Men are neutral on the matter, remember?"

The soldier is unimpressed by her pronouncement. "You should have thought of that before your buddies snuck off the grounds without clearance," he tells her stiffly. "You're all in a lot of trouble. Don't make things worse by interfering with a matter of national security."

"Snuck off?" Kitty thinks. "Well, that explains why nobody's here."

Kitty glowers, but realizes she can't prevent the intrusion. "Fine," she concedes. "Go ahead and tear the place apart searching for your 'fugitive' if you must. Just let me get these people to safety. They have nothing to do with this."

"You can assemble in the cafeteria," he tells her. "Until this matter is resolved, nobody is permitted to enter or leave the grounds. Is that clear?"

"Crystal," Kitty snarls. She turns to everyone else and says, "All right, we need to head to the cafeteria. Try to stay together and do not interfere with these soldiers."

As the crowd makes their way down the hall Kitty slides up next to Colossus. "Can you take over for me, Peter?" she whispers. "I'm going to do a little snooping around myself."

"Be careful, Katya," Peter whispers back.

"Aren't I always?" she says before melting through the floor.

* * *

Kitty phases into the basement complex and starts creeping through the winding halls until she finds a small room filled with monitors and blinking lights. "All right, let's see where our uninvited guest is hiding," she says as she taps away at a keyboard.

She studies one of the monitors, slowly scanning it for any anomalies. "Nothing so far. I'd better expand the spectrum."

Tapping a few more keys, she peers into the monitor again. "Still nothing- wait! It is catching something, but the signature is weak and keeps fading in and out. It's not far from here, either."

Kitty pushes herself away from the keyboard and runs out of the room. She heads directly for a wall and phases though it as she begins the hunt.

"Whoever this is," Kitty thinks, "They'd better have a damn good reason for breaking into the mansion, endangering my students and possibly ruining the best chance the school has had to raise public good will since M-Day."

Elsewhere, a green-haired woman sitting at a sleek but modest desk glances at a small viewscreen mounted near the edge. The face of a man with a clean shaven head occupies most of the screen. The collar of a dark uniform can barely be seen wrapping his neck.

"Agent Brand?" the man says.

"Go."

"We've got a report from our mole."

Passing from room to room, Kitty makes her way through the complex, ignoring the sophisticated alien technology Xavier has gathered through the years. When she finally reaches her destination, she stands outside the doorway for a moment to ready herself.

"Quietly now," she thinks and slowly walks up to the door. Leaning forward, she phases her face through the door so she can peek inside. Whatever she was expecting, it is not what she sees.

"You!" she gasps.

* * *

In the middle of the room, looking very bruised for someone wearing full body armor, is Anticipation. Sparks erupt from several locations and the helmet's speaker emits a steady, low sound of static.

"So you're the one they've been chasing," Kitty says, stepping the rest of the way through the door and placing her hands on her hips. "I ought to take you out myself and then turn you in."

\Khk... I mean you no harm,\ Anticipation says.

"Well you've done plenty, believe me. I've got a whole school full of innocent people having guns shoved down their throats because of you. The sooner ONE takes you into custody and gets out of here, the better."

She walks over to an intercom on the wall and prepares to press the button.

\Request... khkkk... sanctuary.\

"Sanctuary? Sanctuary?!" Kitty snarls at the alien. "You got yourself into this mess when you decided to play 'Hero from Another World.' Don't you still have Jacob trapped inside that bucket you're wearing? I'm not inclined to offer you anything, much less a deal that was extended to mutants. _Not_ aliens, as I recall."

\Please...\ The alien reaches toward Kitty, appealing to her merciful side with the gesture.

Kitty hesitates. "Give me one good reason why I shouldn't hand you over to the ONE right now," she demands.

* * *

Anticipation faces her and utters a pronouncement that changes Kitty's expression from hostile to astounded.

\I can prove that your imposter is real.\

Next: Civil War continues in… House Arrest!

* * *

Notes:

Nailing down exactly when this issue occurs has been devilishly hard, given the confusing Civil War timeline. For simplicity's sake I've decided this takes place around the middle of Civil War: X-Men #1.

Something I should have mentioned in the notes for issue #5 is that Jacob is taken from the story "The Boy Who Wasn't There," published in X-Men Unlimited (2nd series) #7.

Kitty's weekly outings with Beast are taken from "A Night at the Opera," from X-Men Unlimited (2nd series) #8.

Many thanks to the wonderful Madripoor Rose for allowing me to borrow Dinky the Pomeranian. I highly recommend reading her story "Lockheed versus Dinky," as well as everything else she has written.

* * *

**THE CAT'S MEOWS**

**M! Lovely job! I adore the themes in this, and had fun reading them. Thank you for sharing! I look forward to more :)**

**TeeDee**

Thanks, TeeDee! It's been just as much fun for me to write! Don't worry, there will definitely be more to come!

**This was a really cool spooky ghost story, I loved that you used Stevie Hunter, not a character who gets much play in fanfic, and the slow building of the overall plot arc with the Kitty Imposter is very impressive. Great story.**

**Madripoor Rose**

Thank you, Rose! Stevie Hunter is one of my favorite supporting characters, and to be honest, she hasn't gotten much play in the comics either, so I was very eager to work her into this story. Would you believe this was originally planned to be a silly fake ghost story that followed the Scooby Doo model? I decided to take the spooky, genuine ghost at the last minute. I'm glad you liked the results.


	10. House Arrest

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 10, August 2006

Cover image: The cover is split in half from top to bottom. The top half shows Kitty standing between Anticipation and Emma Frost, who are facing each other in hostile stances. Anticipation is readying a strike with its energy whip and Emma is in her diamond form, fists clenched. Kitty has her arms thrust to each side, trying to keep the two from attacking each other. The lower half of the cover is solid blue, with the words, "CIVIL WAR" written in large white letters and "A Marvel Comics Event." in smaller letters slightly below that.

* * *

The Peak 

S.W.O.R.D. Headquarters

Special Agent Brand, commander of the Sentient Worlds Observation and Response Department, looks over a report placed on the edge of a large conference table. The stern woman's dark lime hair is tied into a thick ponytail and she is wearing her equally green shades and lipstick. Her black uniform completes the color scheme with its green lining and belt. Had she been wearing a matching crash helmet a less forgiving person might accuse her of having walked off the set of _Tron._ Such a person would immediately regret drawing her attention, however. The woman exudes as much menace as mystery, and her unsmiling visage sets the tone for the other agents and aides standing around the table.

At her immediate left is an athletic man with a shaved head. He is wearing a simple black uniform with no insignia. On Brand's other flank is a large, slender being with russet skin. It looks reptilian, almost snakelike, but its face also has sharp canine features, and it strokes the table with long, probing fingers. The ridge over its green eyes swing back into a pair of splayed flaps that resemble the fins of a catfish. Jowl flaps frame a mouth equipped with small, saw-like teeth.

Above and behind them a video monitor shows a colorless display of the Xavier Mansion.

The report on the table is contained inside an opened folder, with pages on each side face up. A file photo has been pulled out from the inner edge so that only one corner remains beneath the other pages. The glossy paper shows an image of Anticipation in its bug-like golden armor.

"Looks like our new visitor picked the wrong month to start playing hero," Brand says with a grimace.

The unsmiling agent with the shaved head stands with his arms crossed as he regards the file on the table. "Anticipation has become something of an Urban Legend in Salem Center. He's very difficult to capture on film."

"Wow, I'm already a fan," his commander says sarcastically. "Sometimes I wish these guys had stuck to freaking out small-town yokels." Heaving a sigh, she flips a page of the report and scans it.

"Normally this one wouldn't merit our attention," the soldier continues, "but S.H.I.E.L.D. is treating all targets as equal and major threats. If they think they've got him cornered, they're not going to let up until he's in their custody."

Agent Brand glowers at everyone at the table. "So, of course he had to park himself on Xavier's doorstep. First Ord, now this. Are we certain he's holed up in there, Deems?"

"No question," the man answers without hesitation. "We've confirmed that visual contact has been made."

The green-haired woman looks at the serpentine alien. "Sydren."

"Spessssial Agent Brand,"

"What are you picking up from down there?"

Syrdren cocks his head to one side. "Fear. Anger. Confussssion."

"In a school filled with people having guns pointed at them? I'm going to go out on a limb and guess you're not talking about our guy," Brand says.

"No," Sydren responds.

"We've talked about this," she says patiently.

"Non-male," the alien clarifies.

"Okay. Different, but still not helpful."

* * *

Sydren's eyes narrow as he concentrates. "Her mind is ssshielded," he reports. "I sssensse pain, but nothing more." 

"Our lucky day," Brand growls. "So we've basically got nothing more than a brief and dubious history to base our assessment of her probable course of action."

Deems touches his hand to the radio communicator he wears around his ear. "The mole's starting to get anxious."

"He is not to engage," Agent Brand tells him with a sweep of her hand. "The last thing we need is his personal feelings interfering with the mission."

"What _is_ the mission?" Deems asks her. "How do you want to approach this?"

"We keep our distance," Brand says. "There're too many variables, and Cooper's toy soldiers are just going to get underfoot if we go down there. Tell our mole to keep an eye on things and wait for further instructions."

Outside, the Peak forms a striking picture as it floats in space with the Earth in the background. The wedge-shaped station resembles a spike plucked from the crown of God. The sleek metal plates that form its shell are spaced apart, revealing luminescent inner workings of unknown composure. Three ring structures which increase in radius from the station's tip to its base are attached at varying angles by slender rods to the Peak. Were it not for the weightlessness of space it would be impossible for such thin metal tubes to bear the weight of these rings. Jagged frameworks sprout from various points on the station, particularly around the rings, suggesting that the station may still be under construction.

A heavy traffic of smaller spaceships flit around the Peak like a swarm of gnats. Only the Earth itself makes the space station seem small.

"If the situation changes, call me," Brand says. "Until then, this is small potatoes as far as I'm concerned. Besides..."

* * *

"...you know how local authorities get when you don't let them think they're in charge." 

Outside the mansion, a trio of Sentinels stands guard over the grounds, but these are no ordinary Sentinels. The giant mechanized robots are imposing monstrosities whose forms seem as much beast as humanoid. Their hard metal bodies are a mix of red, purple and blue plates arranged in a variety of ways that immediately distinguish them from the uniform designs of their predecessors.

They themselves bear unique forms that hint at specialized purposes between them. One is built like a human tank, with brutishly thick arms and legs. There is something that resembles a massive cannon mounted on its back. Another has round arms with heavy piston chambers protruding from the elbows. Its hands are almost claws and reptilian spines run the length of its back. The third is comparatively slender, with giant wrist cannons emerging from beneath its wrists. Each of the heavy barrels is capped with thick fume extractors and are fed by dangling ammo clips.

At the feet of these new, ogrish models are several teams of ONE soldiers, looking like bugs by comparison. The armed men are warily guarding the mansion, with sentries maintaining a close watch on the structure itself as well as the perimeter of the grounds.

Stan Lee does not present

**House Arrest

* * *

**

The cafeteria at The Xavier Institute for Higher Learning is occupied nearly to half its capacity. Not since the majority of its students left after M-Day have so many people filled the room, and not a single one of them looks happy about it. It is not, however, the crowded conditions that have the students and their visiting parents so upset, but rather the unpleasant circumstances which have brought them to the dining hall.

"Are we going to be arrested?" A worried student asks her nearby friend, a boy whose head is engulfed in a permanent glowing flame.

One of the parents follows the question with an alarming query of her own. "Are we going to be shot?"

Some of the younger students cling to their parents for support and comfort. Many of the older students maintain an uneasy distance from their own parents, either out of simple self-consciousness or genuine discomfort with each other. Quite a few students stand alone, their parents having declined to attend in the first place. Warren Epps is one of the students who stands without a parent. Next to him is Cecily Kincaid, the New X-Man known as Mercury. His silver skinned companion looks around with a worried expression, but remains conscious of the young teen's presence.

"Your mom still hasn't arrived yet, has she?" Cecily asks him.

Warren shakes his head. "No, she's late."

"You're lucky," she says, trying to cheer him up. "If she were here she'd be caught up in this with the rest of us."

"Yeah," Warren says woodenly. "Lucky." He becomes silent and fixes his eyes on his teacher, Kitty Pryde. His brows crease as he studies her with a frown, as though he were trying to solve a puzzle.

"Everyone, please!" Kitty says from her perch atop one of the tables. She has her arms spread as if she could flatten everyone's tempers and anxieties with her bare hands. To her right, Peter Rasputin stands next to the table. He is in his regular human form, but the tall Russian still easily stands out as he looms above nearly everyone else. "We'll be fine as long as we all stay here and remain calm!"

She may as well speak to the fish in Breakstone Lake for all the response she gets. Everyone is too wrapped up in their own issues to pay heed to the young hero. Only Alana DuBois' older brother seems calm and focused. He has one hand protectively resting on Alana's shoulder and is watching Kitty with a measured look, as if he is judging her and expects to find her wanting.

Meanwhile the bedlam continues unabated.

"Why are they doing this to us?"

"I have to get out of here!"

"Just wait until my lawyer hears about this!"

"Why can't we just kick these clowns out? You guys have powers, don't you?"

"Somebody do something!"

Kitty steps up, as if she were climbing onto a stool, and rises a few feet above the table, her feet clinging to the empty air as if it were solid concrete. She sucks in a breath and her voice becomes a thunderous detonation of sound.

"QUIIIIIETTTTTT!!!"

Stunned faces turn to Kitty, shocked out of their rancor by the force of her voice.

"Very good, Madam Politician," Peter whispers with a hint of amusement.

"Quiet, you," Kitty whispers back. I'm working."

o o o

"Everyone, pay attention!" Kitty says in a no-nonsense voice. "I know you're all upset, but I promise this will be over soon. The ONE is searching the mansion for a fugitive, who may not even be here. Once they've caught him, or established that he's not here, they'll go away and leave all of us alone."

"Why should we listen to you?" Ben's father demands angrily.

"Dad, no!" Ben pleads.

"Because-" Kitty prepares to answer, but she is cut off by a new voice speaking clearly and sternly.

"Because this woman knows how S.H.I.E.L.D. operates..."

The man speaking is Alana's brother, Pierre. The well dressed man looks unflinchingly at everyone as all eyes turn toward him. "...having once worked for them as an intern. Because she is currently the only one present in this mansion with any measure of authority who isn't carrying a _gun,_ and because her intervention is the only reason we're having this conversation at all."

Peter raises one eyebrow, while Kitty slowly descends back to the table surface, staring at the man in amazement.

"Is this really the same oaf who challenged my credentials as a teacher?" Kitty thinks. "And how does he know so much about me?"

"Ah, thank you, Mr. DuBois," Kitty stammers.

"I've told you before, Ms. Pryde," he says without a smile, "Call me Peter."

"All right then, now that we've cleared that up..." Kitty sweeps her gaze over the students and parents once again. "I want everyone to just calm down and be patient. The ONE knows the layout of the mansion and it won't take them long to search it. I'm just as upset as all of you, but as long as we stay here and don't do anything rash, those men outside will leave us alone."

Scott Lightfoot raises his hand eagerly. "Miss Pryde? Miss Pryde?"

"Yes, Scott?" Kitty says with a patient nod.

"Who are they looking for, anyway?"

* * *

Earlier... 

Kitty is in a sparsely equipped and otherwise unfurnished basement room with the alien known as Anticipation. She eyes her companion warily as it leans against a wall, struggling to remain upright. The bug-like golden armor Anticipation wears is badly damaged. It is as much scorched as not and several spots emit small sprays of sparks.

"Run that by me one more time?" Kitty says warily, her eyes narrow with suspicion.

\Khkk... Your imposter... Khk,\ Anticipation responds. \I can prove she exists.\

Kitty takes a step back. "How do even know about that?" she demands.

The alien is mysteriously silent for a moment. \Doesn't everybody?\ it finally says.

"Is that some kind of _joke?!_ Kitty says, her face two steps beyond perturbed. "Things may work differently where you come from, but trust me, this is _not_ the time. About the only thing that's keeping me from turning you in right now is the fact that the goons upstairs piss me off more than you do."

Her outburst makes her bolder, and she steps further into the room. It does not make her less cautious, however. She keeps a safe distance and never takes her eyes off the helpless intruder.

\You must... kk... trust me...\

Kitty's incredulous look is as comical as it is menacing. "Not as far as my boyfriend could throw you," she swears. "So far you're just all talk and more trouble. You want me to trust you? You'll have to give me a reason."

Anticipation seems almost disappointed as it transmits its next question. \Khkk... An ultimatum?\

"And how."

\Very well.\

Anticipation does its best to remain steady as it lowers its arms. The arm-pods slide away, revealing slender, yet muscular limbs and delicate fingers. One hand reaches toward the helmet and presses a button at the base. There is a sharp hiss as two jets of steam erupt from the front of the helmet. The alien takes hold of the helmet and lifts it off.

Kitty watches as Anticipation's face comes into view. Her eyes bulge, her jaw drops.

* * *

"LOU!?" 

The face revealed, she is clearly Kitty's friend, Louise Somme. Her green hair is tied up in a ponytail on each side, and the pale skin on her face seems to glow under the lights of the basement room. Her chocolate colored eyes are sad with regret.

"Yes," Lou tells her. The robotic sounding transmissions she made while in the suit are replaced by the sleepy singsong voice Kitty is more familiar with. "I am sorry I kept this a secret from you. I did not think you would understand."

Kitty's jaw moves up and down for a moment, barely letting a few squeaks out. Finally she manages a single nervous laugh.

"Aha," she says, rubbing the back of her head. "Well, I feel silly. Guess I should have realized it by now. You just never seemed like the type."

"I _am_ Louise," she explains. "Ambassador of the Ghrand Phon. Genestock of Kasarvero Subre and Ral Pe. Mine is the power to perceive the temporal waves given off by objects and beings, allowing me to predict actions and courses as well as sense the emotions of others and when I am being watched."

"Or as you like to put it, vibes," Kitty summarizes.

"Yes. My homeworld is Shaskofrugnon."

Kitty taps her chin thoughtfully. "Shaskofrugnon? That sounds familiar. Where have I heard that name bef-" She snaps her fingers. "Cerise!"

She looks at her friend with amazement as realization dawns on her. "That's the planet Cerise is from!"

Lou nods. "She is known to me. How is she known to you?"

_In her mind, Kitty remembers the image of Cerise, a tall women with purplish, butterfly hair and a white ponytail. She wears a strange body suit and smiles as waves of malleable light twist inside her outstretched palm._

"She was a friend and a teammate of mine when I was a member of Excalibur. She and my friend Kurt even fell in love with each other. Then she was taken away by the Shi'ar and placed on trial, for a life she kept secret from us." Kitty punctuates the last few words with an arched eyebrow.

Lou hangs her head, ashamed. "I see. It was wrong of me not to explain this from the beginning. You were always so hostile to this side of me, though."

"Pff, with good reason," Kitty says. "Anticipation may be a hero to the locals of Salem Center, but our encounters haven't exactly been the most amiable. When this all blows over you and I are going to have a very long chat about what you've done to Jacob."

"I understand."

* * *

Kitty steps closer, the door and the intercom forgotten. "But, what are you doing here?" 

"Soldiers from your government attacked me," Lou explains. "My transit suit has been badly damaged. I fled here, seeking a place to hide and perform the needed repairs."

"No, I meant what are you doing here on Earth?"

Lou presses another button on her suit and the armor around her legs splits in half, swinging up on hinges near her thighs. "I was passing through your system when I suffered an accident." Lou reaches up and twists a knob inside her suit, near her head. The suit cracks down the middle and slides away from her, revealing a sleek, dark green skinsuit. "The damage forced me to land on your world. Since then I have grown to like it and hoped I might stay."

Kitty frowns. "So it was an act the whole time?"

"No," Lou tells her. "I _have_ come to think of you as a friend, and I hope you still think so of me."

"Oh, Lou," Kitty says with a mild hint of irritation. "I'm not really sure what to think right now, but I know this much: If S.H.I.E.L.D. gets you, they also get Jacob, and I'm not about to let that happen. I'll figure out the rest later. For now, though, we need to throw them off the scent." Kitty points to the discarded spacesuit. "Is there some way to hide that thing?"

"I cannot cloak it while this severely damaged," Lou answers, "but it might be overlooked in flight mode."

She reaches to her wrist and gives a strange bracelet a little twist. The individual pieces of the suit begin to glow and then slide toward each other as if drawn by a huge magnet. Once they connect, the whole thing undergoes something of a reversal of the transformation Kitty had witnessed back when Anticipation had first crashed to Earth. Pieces slide, shift and expand until it is assumes an egg shape. It is large enough for Lou to fit inside, but only barely.

"You travel the galaxy in that thing?" Kitty remarks.

"Escape pod," Lou explains.

"So where's your ship?"

Lou shrugs, looking as though she does not know and possibly does not care.

"Never mind," Kitty says. "First things first. You can't be seen here looking like that. Take my hand. We're going to make a quick side trip to Kurt's room."

* * *

"Who are they looking for?" Kitty says in response to Scott's question. "The soldier I spoke to said something about a super-being who has broken into the mansion." 

"How do you know they broke in?" one of the parents asks. It is the voluptuous woman with the thick lips. The one who had insisted on spending her time with Kitty arguing with her husband instead of discussing their daughter. "Maybe it's one of the students. I heard some of them caused an incident in Dallas a few days ago."

"Nimrod," Cecily Kincaid says.

"What did you just call me, young lady?"

"It was a robot called Nimrod," the student known as Mercury explains while Warren tries to stifle a snicker at the misunderstanding. "An evil Sentinel, like the old ones. If we hadn't stopped it we'd all be dead, now, including your daughter!"

"It is _not_ one of the students," Kitty says firmly. "This has to do with the Registration Act, and every mutant in the Country is already known to the Government."

"Then which super is it?" another parent, the small town police officer, asks.

"I don't know. The man I spoke to didn't feel the need to clarify that."

The nervous parent jumps in alarm. "Eep!" she says. "That means he could be hiding anywhere! Who knows what powers he has? He could even be hiding right here and we'd never even know it!"

Kitty tries to intercede, saying, "That's ridic-"

Another parent picks up the train of thought, however, and cuts Kitty off. "She's right," the man says. "It could be any one of us."

"Now _stop_ that!" Kitty snaps.

"It certainly isn't _me,_" another parent says with an offended look. "Maybe it's _you._

"I said-"

"What about her?" the greasy car salesman says as he points out a plump woman with short blonde hair and a blue handbag. She appears to be lost in her own thoughts and not paying attention to the argument. "I don't remember seeing her before."

The woman looks startled as she jerks away from her ruminations. "Me?" she says, sounding confused. "I'm..." her voice trails off with uncertainty.

"She's-" Kitty starts to explain, looking worried. Warren Epps looks from the woman to his teacher and back again.

* * *

"She's my mom," Warren declares. 

The hostile suspicion that had been building toward the woman suddenly withers like a rose in the desert. Kitty, Peter, Cecily and all of Warren's friends look startled and the woman he's claimed as his mother looks bemused.

"This woman is your mom?" Ben's father says, sounding doubtful. "Why wasn't she here at the start then?"

"Oh, that's just the way Mom is," Warren says. He strolls over to the woman and gives her a hug, just managing to wrap his arms completely around her back. "Always late for everything, aren't you, Mom?"

"I'm sorry, Warren," the woman says in a lilting voice. "I got a flat tire on the way here."

"See?" Warren says with a big smile to everyone. "Always the excuses. C'mon, Mom, I want you to meet my friends." With that, he leads her to the fringes of the gathering, ushering the others to join him. Ben, Alana and Scott all detach themselves from their parents and guardians.

"I'll be back later, Dad," Ben tells his father.

"I have to go, Nanna," Scott says to his grandmother.

"Pierre, I'm going to go say 'Hello' to Warren's mom, okay?" Alana says with a submissive tone that is unusual for the normally boisterous young teen.

"If you wish," he says gently.

Once the five of them have huddled into a corner, Alana quickly whispers to Warren, "Is she really your mom?"

Warren gives the woman a questioning look, and she silently nods.

"I saw Miss Pryde phasing into the cafeteria with her. I think she's hiding her from those ONE soldiers."

"Is it really safe to bring her here, though?" Ben says, looking warily at the woman.

"If Miss Pryde trusts her, I trust her," Scott asserts.

The woman judiciously says nothing as the children discuss the situation.

"We should try to find out what's going on outside," Alana says. "Can you tap into a radio signal from here, Warren?"

"Of course," he says with a grin.

Meanwhile, Kitty has climbed down from her table and is standing next to Peter. "This situation has grown very complicated," her boyfriend tells her quietly.

"All we have to do is lay low until everything blows over," Kitty says, looking determined.

"As long as you know what you're doing," Peter says.

))What the Bloody Hell is going on in here?!(( a telepathic voice suddenly intrudes upon Kitty's mind.

"Well, well, guess who's back," Kitty says.

))When we found out Mom and Dad were going out for the night we decided to throw a party and invite everybody, including the cute soldiers outside,(( Kitty answers archly. ))What's the matter, your 'date' didn't go as planned?((

* * *

))The indignities which I have suffered shall not be up for discussion,(( Emma sends before storming into the cafeteria with Valerie Cooper and a ONE soldier as escorts. "Exactly why have all my students and guests been herded into the cafeteria like cattle, Dr. Cooper?" she demands. 

"It's for their safety," the blonde woman says in an official tone. "I suggest you remain here with them until we've finished searching the mansion."

"I'm beginning to grow quite intolerant of the cavalier manner in which your men repeatedly intrude on our home," Emma snaps. "If memory serves there are one or two articles in the Bill of Rights to that effect."

"After the stunt you and Scott just pulled you should be glad I haven't placed you behind bars," Cooper challenges.

"Miss Frost!" one of the students suddenly yells when she notices the Headmistress.

"Who?" the parent who had claimed to be an alien abductee says. "The Headmistress? Why it is!"

"Where have you been?" one of the other parents says.

"Please tell us you can make those soldiers go away!" beseeches Scott's grandmother.

"Are you going to do something about this or not?" another parent demands.

Kitty notes the tension that is threatening to rise to earlier levels and shoots the blonde Headmistress a warning look.

Emma faces the crowded gathering and in a voice that is both stern and icy says, "All of you, be seated!"

The response is immediate. Each of the parents and students slips onto one of the waiting benches at a nearby table, almost before they realize that they've done so. Many of them look mystified.

))Did you...?(( Kitty sends to Emma.

))I did what I had to, Katherine. I've already suffered one riot at this school. There shall not be a second.(( Emma turns to Valerie Cooper. "Assuming that my authority extends at least as far as the walls of this cafeteria, I'm going to ask you to excuse us. I have an 'emergency staff meeting' to call."

The woman nods to Emma. "Just make sure everyone stays put," Valerie tells her before excusing herself. She is followed by the soldier that came in with her.

))Katherine. My office. Now.((

))Your office?(( Kitty answers. ))But we're not supposed to leave the cafeteria.((

* * *

The cafeteria kitchen at Xavier's is a large room with many refrigerators, shelves and cabinets to accommodate the volumes of cooking implements as well as the mass variety of ingredients destined to be converted into daily meals. The sudden reduction in the student body had also brought much of them into disuse, and a thin layer of dust has settled into some of the corners of the kitchen, draping it like a downy gauze. 

Emma Frost sits on a kitchen stool with as much dignity and officiousness as the circumstances allow, while Kitty chooses to stand. The better to pace about.

"Nice office," Kitty says without humor.

"It's out of the way, which is what matters," Emma says. "Now, since I no longer have our resident truant officer hanging on my back, I'm hoping you can explain to me what has happened to disrupt my carefully planned school function and place the entire mansion under lockdown."

Kitty tsks at her. "Happy to, but since part of the reason involves whatever escapade you and the other X-Men decided to run off to, this would be a good time to tell me what was so important you had to leave the mansion with only Peter and myself to guard it."

Emma is silent for a moment, as if considering whether to answer the question. "I suppose it's safe enough to tell you at least as much as Director Cooper has discovered. Scott, in all his noble tradition, has talked Hank, Robert and Warren into joining him on a mission to address the problems last night's 'rescue' has created." For a moment Emma's face gets a far-off look and a serene smile creeps along her lips.

"Please don't do that," Kitty says, sounding disgusted. "I hate it when you start getting all girly over Scott."

Emma ignores her, but her face darkens all the same. "I fear, this time, he may be in for a most unpleasant surprise."

"Why?" Kitty says, joining her in her concern. "What is it?"

Emma's response is to send Kitty a mental image of one of the new grade sentinels. Kitty gasps as her mind's eye takes in the new monstrosity. "No," she breathes. "Don't they ever stop?"

"Apparently not."

"Well, I guess that explains why Parent-Teacher Night was suddenly dumped on my lap, and why everybody was curiously unavailable," Kitty remarks.

"Quite," Emma says nonchalantly. "Now if you would see fit to answer my question I would greatly appreciate it."

* * *

Kitty shrugs, trying to look both irritated and detached. "Some superhero on the run from S.H.I.E.L.D. broke in and the ONE's trying to find him so they can drag him off to whatever fancy prison they've set up." 

"Why would he come here?" Emma says, sounding offended. "Is he a mutant?"

"How should I know?" Kitty says. "They didn't tell me who it was."

"How long ago did this happen?"

Kitty thinks a bit. "About an hour ago, maybe two."

"They should have found him by now, even by their bungling standards," Emma says. "I'll conduct a mental sweep of the mansion. That should help them locate their fugitive and be on their merry way."

"Don't!" Kitty blurts, looking alarmed. Realizing what she's said, she tightens up, looking defiant.

Emma looks at Kitty and a shrewd expression crosses her face. "You're hiding something," she accuses. "You _do_ know who it is, and where they are, don't you?"

Kitty clams up, glaring a challenge at Emma.

"Tell me who it is so we can get this over with," Emma says.

"No."

"I beg your pardon?"

"If we do what you're suggesting we may as well drop the whole 'neutrality' act and announce that we're on the pro-reg side," Kitty declares.

Emma's outrage becomes even more apparent as her brows tighten. "And you think hiding your friend doesn't put us in the dangerous position of opposing Registration?"

"It sounds to me like you and Scott have already done that," Kitty retorts. "And since you left me in charge, it was my call."

"Well, you're relieved of that responsibility. Now tell me where you're hiding this intruder."

"Maybe I didn't make myself clear," Kitty repeats, clenching her fists, "I'm not telling you anything."

"I don't have time for this, Katherine!" Emma says, growing shrill. "I will drag the information from your mind if I must."

"Will you?" Kitty says, taking a menacing step forward. "I've held off your mental assaults before, and I've gotten a _lot_ better at it since then. But if you touch my mind, I won't resist. In fact, I'll open myself up completely and let you experience _everything._ Japan. The Brood. Even _Genosha._ Are you willing to share the torments I've endured?"

"I am no stranger to suffering myself," Emma says. "And to protect this school and the students inside, there is very little I won't dare."

"That's my line," Kitty says, steeling herself for the expected assault. "Well go on then, do it."

* * *

"Stop this!!" 

Startled, Kitty and Emma turn to see Peter nearby, standing between racks of cafeteria trays and serving bowls. He is looking at them, earnest and disquieted, his eyes shifting from one woman to the other to confirm they are no longer at each other's throats. He pushes forward, not wishing to give either of them a chance to reverse the effects of his timely interruption.

"What are you two doing?" the tall Russian man says as he draws closer. "The two of you are needed to maintain calm outside, and I find you here, fighting amongst yourselves? Is it too much for you to set aside your differences during a crisis that threatens this school, something you both care about?"

By now Emma looks amused. She leans back on her stool, resting an elbow on the counter behind her. She looks at Kitty. "I don't know. Is it, Katherine?"

Kitty looks at Peter, and tries to maintain at least some measure of her righteous defiance. Her answer to Emma is to say, "What's the point of trusting you if you won't trust me?"

Emma lifts one questioning eyebrow. "Are you asking me to believe that concealing the location of a stranger to us is the wiser course of action, when exposing them would satisfy the ONE _and_ end this intrusion in seconds?"

"Do you want the short answer or the long one?"

"Oh, this is absurd," Emma says, rolling her eyes, "And the boy has a point. Since you feel so strongly about this, I'm willing to compromise. Tell me who it is you're hiding and why, and I will agree not to turn whoever it is over to Dr. Cooper and her S.H.I.E.L.D. friends."

Kitty looks at Peter and solemnly says, "It's Lou."

"Your new friend in Salem Center?" Peter says, confused. "The French girl?"

"She isn't French," Kitty explains. "She's an alien."

Peter's face clouds over. "I knew there was something odd about her."

"It's possible I'll regret having asked for this information," Emma sighs.

Kitty looks squarely at Emma. "I just found out some of this myself," she tells her. "She's Anticipation, that new hero in town. We sort of met by accident. She needs our help, Emma, and she can help us, too."

"Is that so?" Emma asks. "And how is that?"

"Do you remember my report about Jacob? How he's back from the dead and calling himself 'Gloom' now? She's got him in that suit of hers and she's working on a way to restore his mind."

"I see…" Emma says. "That changes things slightly."

* * *

Peter openly breathes a sigh of relief. "I'm glad to see both of you are back on the same side. Will you be joining us back in the cafeteria, now?" 

"Not quite yet," Emma says. "You still haven't explained why your friend is here and where she's hiding."

"Her suit's been damaged," Kitty tells her. "She came here hoping to hide out and make repairs. I snagged Kurt's image inducer so that she could hide amongst the others in the cafeteria."

Emma shoots her an alarmed look. "And you've left her with them alone?" She evacuates the stool and rushes for the double doors of the kitchen. "Have you any idea how reckless that was?"

"Emma, she isn't dangerous!" Kitty insists, chasing after her.

The Headmistress bursts through the doors, followed quickly by Kitty and Peter, and they find a much more somber scene than the one they had left.

Everyone is seated at the tables, looking grim and quiet. Some of the students lean against their parents, who are giving them consoling one-arm hugs. At the table where Kitty's fan club sits, the four children all look stunned and miserable. Ben Rice looks up from his table, tears streaming down his cheeks. "Miss Pryde," he says imploringly. "Miss Frost…"

"My God," Kitty says, looking around. "What happened?"

"We were listening to the radio," Ben explains. "Warren found a news channel. There was a big superhero fight and…" he chokes on the rest of the words.

"Somebody died," Alana's brother says in a clear, but quiet voice. "They haven't said who yet, but we know it was someone from Captain America's side."

Emma is silent for a moment. She drops her head and her hands clench into fists. "I told them. Damn fools. I told them if they did this, they would have their hands full with shovels. How many will they have to bury before they learn?"

"Someone is coming," Warren's 'mother' says suddenly.

"What?" Kitty says. "Who?"

* * *

The answer comes before the woman can say anything. The main cafeteria doors open and Valerie Cooper storms in, followed by several ONE soldiers. The soldiers have their rifles lowered but in plain sight. "Everyone please rise and stand against the wall," Val orders. 

"What is the meaning of this?" Emma demands, outraged. "Haven't you done enough already?"

Val crosses her arms and scans the room. "Stow it, Emma. We've searched the whole mansion and found nothing."

"Then leave," Emma insists. "The person you're looking for obviously isn't here."

"Nice try, but no dice. There's one place we _haven't_ searched, and I'm betting the fugitive is hiding right in this cafeteria. For all I know, you may even be hiding him."

"That's outrageous!" Emma says. Kitty and Peter look at each other with worried expressions.

"I don't want to conduct this search by force, Miss Frost," Val says, "but I will if I have to."

"We'd better do as she says," Kitty whispers to Emma.

Emma practically trembles with fury, but ultimately relents. "Very well, conduct your search, but if you so much as harm a single student or one of their parents…"

"We'll be as gentle as you are cooperative," Val promises. "Now I repeat: Wall."

Despite the obvious fear and anger shared by everyone in the room, they reluctantly obey, each finding a section of wall to lean against. The soldiers move from person to person in an organized fashion, patting each of them down and rummaging through their belongings. Another pair of soldiers questions everyone to get basic information from them. Name. Occupation. Residence. The experience is unpleasant for everyone, but it is endured, mostly in silence.

* * *

"We found nothing, Dr. Cooper," one of the soldiers reports. 

"Of course you didn't" Emma spits. "Now for the last time, please leave!"

Val eyes her suspiciously. "Don't think this is over, Emma." She turns to leave when her cell phone rings. Flipping it open, she brings it to her ear and says, "Cooper."

"Who?"

"I see."

"Bring her here."

Val slaps the phone shut and turns back around. "As I said, this isn't over. You should have cooperated, Emma, instead of going behind my back and aiding a fugitive."

Emma does her best to maintain an air of dignity. "That's a rather bold accusation, Doctor. If you have some way to back it up, I suggest you do so."

"I already have," Val says. "And you won't be able to wriggle your way out of this one."

As if on cue, the doors to the cafeteria open, and as the new arrivals step inside, Warren Epps' eyes widen in shock and dismay.

Two soldiers stand at either side of a very frightened looking woman who is doing her best to maintain her composure. She is a tall, slender woman with shoulder length, dirty blonde hair. Her eyes are fixed ahead and a nervous smile is painted on her lips. The faintest hint of moisture threatens to become a fount of tears.

"Mom?!?"

"Hey there, Sport," the woman says in a trembling voice. "Sorry I'm late."

* * *

"So..." Valerie Cooper says, circling the room like a lioness closing in on her prey. "If this is your mom, who could this person be?" She gives the stouter woman a measured look. "This isn't a case of 'Heather Has Two Mommies,' I'm guessing." 

"Warren?" the boy's real mother says carefully. "What's going on? Are you in some kind of trouble?"

"Mom, no..." Warren moans. "I'm sorry..."

"You should let that woman go," the other woman says in a calm voice. "She has done nothing wrong."

Val crosses her arms and approaches the woman with more confidence. "No, I suppose she hasn't." To the guards she says, "Release Ms. Epps."

The moment she is set free, Warren runs into her arms. "Mom! I was so worried!"

"Hey, Sport," she answers, relieved but still frightened. "Told you I'd be here."

"So..." the Director says, adjusting her business suit slightly. "Now that we've established who the genuine article is, let's find out who you really are." With a quick, but commanding wave the soldiers in the room form a firing squad line behind Val, facing her quarry.

The woman nods once, and her form obligingly shifts, the flesh of her body warping like an interrupted television signal as she turns off the image inducer. A moment later Lou stands in her place, still dressed in her green skinsuit. Other than her green hair and gothically pale skin, she looks rather ordinary for an alien, but some of the parents who had been standing near her step away nonetheless. "Am I to surrender, then?" Lou asks in an almost innocent voice.

"That depends on how much more trouble you want to cause," Val answers. "It's better for everyone here if you come peacefully, but, we're not leaving here empty handed."

"Forget it."

The new speaker is Kitty Pryde, who places herself in front of Lou, becoming a human shield. She spreads her arms akimbo and looks Dr. Cooper directly in the eye without flinching. "If you want to take my friend you'll have to go through me."

* * *

))Katherine, what are you doing?(( Emma sends, alarmed. 

))What's it look like?(( Kitty answers. ))Taking a stand.((

Valerie Cooper appears nonplussed by the sudden turn of events. "That's a touching display, Kitty, but you're barking up the wrong tree. This is between Anticipation and the United States Government, and while I'm supposed to look out for the welfare of you and the other mutants here, I will bring you in alongside her if I have to."

Peter starts to step forward. "Do that, and-" Before he can finish, however, a small figure rushes past him.

"Don't you touch her!" Scott Lightfoot says impulsively. He leaps forward and interjects himself between Kitty and the armed soldiers.

Kitty's own bold defiance cracks in the face of this new development. "Scott, no!" she says.

"I'm staying," the excitable young teen insists.

Once again Peter tries to join Kitty. "The might of Colossus will-"

"Let's go!" Alana glances at Ben and Warren and as one they dart up to join him. The five of them now form a more sizable, albeit still flimsy looking barrier.

"So long as I stand-" Peter starts to say, beginning to look perturbed.

Santo Vaccarro, the New X-Man known as Rockslide, looks back and forth at this sudden development. "No way, guys!" he says to his teammates. "Are we gonna let a bunch of runts show us up?" The massive teen with skin made of granite meets his own challenge and moves to join the smaller students, cutting off Peter in the process.

Noriko Ashida, Surge, barks a little laugh. "You heard the man," the blue-haired squad leader says. "Let's go." With that, the group protecting Lou grows to include her as well as Mercury, X-23, Elixir and, with no small amount of hesitation, Dust. Standing loyally by Noriko's side is her boyfriend, David, who was known as Prodigy before he lost his powers on M-Day. Rockslide crosses his arms and stares down the blonde Director on the other side, clearly enjoying the interference of her plans.

"Emma," Val says to the Headmistress, her left brow twitching with irritation. "Tell your students to step aside. I'm sure neither of us want this to become a large scale incident."

"Nyet," Peter says stepping forward once again, "But nevertheless, we shall-"

"That won't do any good, I'm afraid," Alana's brother says to Val, still looking like the picture of dignity despite everything that has happened. "You shall not harm my sister while I have a say about it." With that, he moves to Alana's side and drapes one arm protectively over her.

"Yay, Pierre!" Alana says with delight.

"And me!" Scott's elderly grandmother says, elbowing her way into the group. She finds a spot right in front of an increasingly amused Rockslide. "You won't touch my little Scotty," she declares with a thrust of her chin."

One by one or in waves, parents and students pushed to the end of their tethers by the rough treatment of the ONE merge with the group, until the only thing that forms a break in the line are the circular tables near the wall Lou is leaning against.

* * *

Transforming into the steel body of Colossus, Peter steps into the group, which finally takes notice and opens a path for him until he takes his place at Kitty's side. "I should probably shorten my monologues," he mutters. 

"Yeah," Kitty quietly agrees.

"This plan is likely to get you into a lot of trouble. Katya," he warns her.

"Can't say I actually planned this," Kitty says back. "But we've got no choice now but to ride with it."

Valerie Cooper looks incensed. "I'm warning you, Emma, you'd better take control of this situation or you will regret the consequences!"

Emma leans back against the wall near the serving line, her expression smug. "I'd love to, Dr. Cooper, but you're supposed to be the one in charge."

"Do I have to resort to knockout gas?" Valerie says vehemently.

"ROAR!!!"

Everyone's heads shoot in the direction of the sudden outburst. Many of the parents look frightened, but a majority of the students seem elated. Swooping in from the ceiling, Lockheed flies to the front of the crowd and flares his wings protectively while smoke billows from his nostrils and maw.

"Dragon!" Kitty yells, delighted.

"Yap! Yap! Yap!" barks Dinky, the little Pomeranian, from inside its master's handbag.

"I'd advise against it," Emma says, growing even more amused. "Our friend here doesn't take kindly to such attacks. And I don't think your superiors would be impressed when they get word that you've assaulted a good percentage of the remaining mutants in the world, as well as their families."

Valerie Cooper seethes in silence for a moment as she decided whether to carry out her threat anyway.

"Return to your posts," she finally tells the soldiers behind her. Into her communicator she says, "All hands withdraw from the mansion. We've got bigger fish to fry at the moment, like those runaway X-Men." Looking at Emma, still leaning back with a superior expression, she decides to try to assert at least some small measure of control by saying, "This doesn't change anything, you know. As soon as your guest sets foot outside the mansion, S.H.I.E.L.D. will be waiting. All you're doing is delaying the inevitable and making yourselves look bad in the process."

At that moment, Val's cell phone rings.

o o o

Val flips her phone open and again greets whoever it is on the other line by saying, "Cooper."

Her face immediately becomes a stony mask. "What do you want, Agent Brand?"

There is a moment of silence. Valerie's eyes narrow suspiciously. "How do you know about-?"

"I beg your pardon?"

Another pause. Val suddenly glares at her phone. "Outside my jurisdiction?! Now see here, Agent Brand-!"

Kitty and Peter look at each other, encouraged and amused by the half of the conversation they are hearing.

"Is that so?" Val says. "Perhaps you're not aware that- What do you mean, I should check my other line?" She looks at her phone and the blood drains out of her face a little. Hitting the button, she stands stiffly at attention. "Yes, Mr. President?"

Amongst the students and parents forming the human shield, the parent dressed in his police uniform suddenly salutes.

There is another brief pause. "But, Mr. President!" Val says into the phone. She listens to the interruption and her expression becomes helpless. "Yes, sir. I understand. Whatever you think is best, Mr. President."

Kitty places a finger over her lips to stifle a giggle.

"Thank you, Mr. President. I'll let Agent Brand know right away." Val clicks over and raises the phone to her lips. "Still there, Brand?"

A final pause. "I see," she says, her temper subsiding. "I'll pass that along, but if anything happens, I will hold you fully responsible!" With a snarl, Val slams her phone shut and stuffs it in her carrier.

"Something wrong, Dear?" Emma says, smiling wickedly at Val.

The blonde official fires a glare in her direction before brushing her suit and clearing her throat. "I'm to pass along a message for you," she says to Lou. "'Welcome to Earth.' But before I leave, I have a message of my own. Jurisdiction or not, if I catch you interfering in matters of law enforcement you _will_ be brought down. As of right now your superhero career is over."

With a final, sweeping motion Val turns and marches out of the room, muttering curses under her breath.

Once gone, everyone turns to each other and smiles. High fives are exchanged, parents and students hug. For at least one moment of celebration they are all of good cheer.

"I've certainly got to hand it to you, Katya," Peter says while Lockheed wraps himself comfortably around Kitty's neck. "You really know how to run a Parent-Teacher Night."

* * *

Later... 

Inside the basement room, Lou stands near her battle suit, still in the form of a flight pod. Also standing over it are Kitty, Emma and Peter.

"Will you be able to repair it?" Lou asks.

"In time, perhaps," Emma says. "Between Hank and our Katherine here, as well as the various alien technologies at our disposal, we shouldn't have too much trouble restoring your suit to proper functionality. We will, of course, transfer our student to our own custody in the process, you understand."

Lou nods. "That is acceptable. I wish you good fortune in healing him."

Kitty just shakes her head. "Part of me still can't believe it. I mean, sure, when you said you didn't know what baseball was I thought you were from another planet, but still..."

Lou smiles almost vapidly. "I am sorry for the trouble I've caused you." She says.

Kitty smiles. "Don't be. Almost everyone causes some sort of disaster the first time they show up here. It's practically a tradition by now. Just be glad you didn't wreck the place like I did."

"Thank you," Lou says. She leans down and presses a button in the craft, causing a small compartment to open. Reaching inside, she takes some sort of long, thin bone and hands it to Kitty. "Here is the proof that I promised you."

Kitty takes the object and examines it. "It is? But what is it?" She looks at it more closely.

The bone is about a foot long, slender, narrowing to a dangerously sharp point at one end. It resembles the talon of some prehistoric bird.

Or a claw.

"Oh, my God," Kitty breathes. "This is one of Logan's claws, isn't it? But why?-"

It is then that she remembers the image Pete Wisdom had shown her from his archives. The picture she had asked him to send, of the woman she had insisted from that point on was her imposter. Along with the outrageous costume and hairdo, the woman wore a gauntlet on one wrist, and strapped to it was one of the claws Wolverine had lost long ago.

Peering even closer, she notices something else. "There's something etched into the bone here."

Peter leans in to see what she's talking about. "I think I see it," he says. "It looks like the number '187.' But what does that mean?"

"I don't know," Kitty says. She looks at her friend. "How did you get-"

"You can discuss that later," Emma says, her voice suddenly hard and tinged with acid. She looks at Kitty with tightly restrained fury. "I'd like to see you and Peter in my office. My _real_ office. Right now."

* * *

"How _could_ you?!" Emma shouts, not even bothering to sit at her desk before launching into her tirade. "You almost had me fooled, thinking this was all about your lofty 'principles!'" 

"It was!" Kitty insists. Emma locks eyes with Kitty, and she tries to hold up, but eventually turns away. "Well, maybe not at first."

Peter tries to intervene, holding out one hand in a calming gesture. "Perhaps Katya's motivations were misplaced, but it was in the service of a greater justice."

Emma transforms into her diamond body and grabs a jade paperweight off her desk, crushing it in her indestructible hands. "I don't want to hear about greater justice when it places this school and everyone in it in danger."

"Nobody got hurt!" Kitty insists. "And how dare you question my concern for the students? Their safety and welfare is just as important to me as it is to you."

"Is it?" Emma says, allowing the ruined paperweight to drop to the ground with a sharp thud. "I believed it might be, but now I have to wonder. This was a reckless and selfish risk you took, Katherine, and while none were physically harmed, I've yet to learn what sort of damage you've done to the school's reputation. It could take years to undo the problems you may have caused us."

"Then I'll help," Kitty says stubbornly. "I can run a circuit on the Talk Shows, and it'd be a piece of cake for me to hack into-"

"You've done quite enough," Emma says, returning to a form of flesh and blood. "Your childish obsession with this imposter you insist is stalking you has clouded your judgment and led you down a path of self destruction."

"That's not true!" Kitty says.

"Are you willing to let Hank inspect you, then?" Emma finally walks over to her desk and takes her seat, leaning forward in it. "Just to make sure your memories haven't been tampered with? Or I could run a deep scan myself."

"No," Kitty tells her, pressing one hand onto the smooth mahogany surface of the desk. "You just stay out of my head. These are two separate issues, and the bottom line is that what I did turned out to be the right thing to do."

Emma shakes her head sadly. "It would seem that despite my best efforts, you still fail to understand the gravity of the situation. I told you once before that I would only tolerate a certain amount of insubordination, and you have more than crossed that line."

"What are you saying, Emma?" Peter asks, placing a supportive hand on Kitty's shoulder.

* * *

"I'm afraid you've left me no other choice, Katherine," Emma says regretfully. "I'm going to have to fire you." 

Next: Identity Crisis!

* * *

Notes: 

This issue takes place shortly after the beginning of Civil War: X-Men #2. Due to timing issues, this issue _could_ be construed as a spoiler for New X-Men, which did not complete its Nimrod arc until October, but the joke was just too fun to pass up.

Agent Brand and Ord of the Breakworld were introduced in the first arc of Joss Whedon's Astonishing X-Men.

Dinky the Pomeranian, as mentioned in the notes for Issue #9, belongs to the talented Madripoor Rose.

* * *

**THE CAT'S MEOWS**

**I like your story a lot. It's really great that Kitty gets some recognition, because there are very few stories about her. I also am new to her in the comics and it's refreshing to be caught up. Keep it up!**

**iloveromys**

Thank you! I agree that good stories about Kitty are sometimes hard to find. For links to some of the best fanfiction about her, I recommend The KIOTR Fan Site and Fonts of Wisdom, both of which can be found through Google, since I can't seem to get web addresses to work on this site.

**This does remind me of the early works of Excalibur. I have to say that your verison of Kitty is as I remember and love her as. Especially the visious thoughts, those were VERY IN CHARACTER. lol After all How many times did we see a cover of the early years of the Kitty's time with the X-Men x-over with some team and Kitty is shaking a fist at them? Okay I only remember one of that LOL It was an x-over with the Avengers I think it wass the one where they come to see Carol Danvers who's been treated by Xavier.**

**It was true Excalibur material when Lockheed was 'herding' the kids and the commentation of the show matched the scene. That was absolutely genius. **

**Katzztar**

Thank you, Kattztar! It's true, Kitty often chooses to solve problems with her fists, but she's finally starting to become aware of the consequences of this. She's gotten a lot better at reigning in that temper of hers, but she doesn't always succeed. Of course, many of the influential figures in her life aren't exactly known for their restraint either...

**I really enjoyed this. Loved your take on Colossus. You've captured his voice and personality nicely, and made the scene between him and Kitty both sexy and clever. Great chemistry. **

**Poor Kitty! The trials and tribulations of Parent's Day was a riot. The parents were hilarious! So was Kitty's scene with Logan. I could TASTE the dejection! I laughed so much reading this. Also appreciated the mention of Kitty and Beast's regular nights out - nice nod to continuity. The suprise ending leaves readers wanting more.**

**-looks indignant- I happen to LIKE Carly Simon! ;)**

**amokitty**

Thanks, Amo! It amazes me that a story like this hasn't found its way into the real comics, so I decided to see what insanity I could come up with myself. I'm glad you enjoyed it!

**wonderful entry, as always mel... **

**funny as all get out in places, especially the Dinky reference and the rest of the meetings were top notch.**

**the mystery of the "clone" deepens... looking forward to the next issue**

**xakko**

Thanks, Xakko! The pieces of the imposter puzzle are finally starting to come together, and her identity will be revealed soon. In fact, she'll be getting another major clue next issue. Unfortunately, to get it she'll have to make a trip to a place called Limbo…


	11. Identity Crisis

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 11, September 2006

Cover image: Kitty is sitting in a metal folding chair, facing forward. Her posture is compact and uncomfortable, her expression nervous and uncertain. A voice from off camera says, "All right, Kitty, in this issue we're sending you off to Limbo."

Kitty gasps. "You mean, I'm going to be subjected to years of obscurity and non-use, just like after X-Men #100?"

"No, no. Not that Limbo. I meant the dimensional otherplace infested with demons, dark magics and horrors unimaginable."

"Oh, thank goodness! You had me worried there for a second."

* * *

The main doors of the mansion open and Kitty Pryde steps inside, looking bright and cheery. She is wearing jeans and a T-Shirt emblazoned with the logo and assembled castaways from the television show, _LOST_. A large shopping bag from a local department store is slung over one shoulder.

"I'm back!" she announces in a sunny voice. "Nothing like a little shopping therapy after a bad day."

The only other person in the main foyer is Warren Epps, who is sitting at the bottom of the room's large stairway. The young student says nothing, but the glare he fires at her is message enough.

Kitty balks a bit at the sight. "What's wrong, Warren?"

"Feh," Warren says sullenly, "Like you care."

"What's that supposed to mean?" Kitty asks, looking perplexed. "Is this about Emma firing me? Don't worry, Warren. I'll still be living here in the mansion. I just won't be teaching or running off to interviews anymore."

Rising to his feet, Warren sneers. "Yeah. You seem real happy about it, too."

"Warren, that's not true," Kitty says in a consoling voice. "You just don't understand-"

"I'm not a stupid kid!" Warren suddenly yells, turning around. "And you're not the person I thought you were!" With that, he runs up the stairs and disappears down a hallway.

"Warren!" Kitty calls after him, to no effect. "Warren, come back!"

When it becomes apparent that he will not, in fact, be coming back, Kitty wanders toward the main common room, muttering, "What was _that_ all about?"

As she steps into the common room, she sees a group of her teammates sitting and standing with their backs toward her. Scott, Peter, Hank, Logan, plus a few others. "Sorry I was out so long, guys," she says. "So, what are we all watching…"

Her voice trails off as her eyes suddenly grow wide and a wave of ice rushes from her fingers and toes to her heart. The shopping bag slides off her shoulder, forgotten. "…tonight?" she finishes in a horrified whisper.

* * *

The others in the common room have turned to face her. They all have flat, unfriendly looks. Hank's catlike snout curls into a half-snarl and one blue-furred paw opens to reveal his claws.

In the middle of the group is herself, wearing her yellow and black field uniform. Her expression is the most hostile of them all. "That's her," the young woman says. "The imposter I was telling you about."

Stan Lee does not present:

**Identity Crisis

* * *

**

"No!" Kitty cries out, recoiling. "I'm the real one!"

The others in the room start to move toward her, stepping around furniture with deliberate menace. Her accuser remains where she is, clinging to Peter Rasputin, who wraps her in a protective embrace.

"Looks like you were right after all, Pun'kin," Logan growls, unsheathing his claws. A pair of sharp, rapid "snikt" sounds herald the arrival of the deadly metal blades.

"We're sorry we doubted you," Scott agrees.

"She's lying!" Kitty vows, furious. "And I'll prove it!"

Rushing forward, she makes herself intangible. Hank dives for her, but passes through as if she were a ghost. Logan swipes at her with his claws. The dense metal that coats them draws no blood, but as she phases through them a jolt of pain spikes through her. Adamantium always has this effect on her when she phases through it, but this time she ignores the pain. All she cares about is her target.

The couch proves to be no more of a barrier than Hank or Logan's claws. "It doesn't matter what any of them believe," Kitty thinks. "They can't touch me. They can't stop me from getting to her, and then I'll _show_ them who she really is."

_Thief._

_Fraud._

_Doppelganger._

Kitty draws a fist back, ready to strike. With impossible speed the other one thrusts her palm forward, ramming into Kitty's forehead with casual ease. The blow sends Kitty flying backward, tumbling back over the couch, in what feels to her like slow motion.

"She... hit me!" Kitty thinks. "But, that's impossible! I hadn't gone solid yet!"

Kitty strikes the ground hard enough to leave her dazed for a second. "What's happening?" she thinks as she works to recover. "I can't phase!"

Looking up, she calls out one final plea. "Peter! It's me! You have to believe me!"

Peter's face shows no pity, no affection. He draws the other woman even closer and says, "Stay away from my Katya, you monster."

The other X-Men draw close, and as Logan's adamantium claws thrust forward, she catches her reflection in their smooth surfaces.

Her mess of wavy brown hair frames a face that is blank of all features, as though it had been wiped with an eraser. No eyes. No nose. No mouth. Only smooth skin. She is briefly reminded of what the Morlock known as Masque had done to her all those years ago when she was kidnapped to make good on her promise to stay with one of their own forever. It was different then. The jealous mutant's powers had left her blind and unable to breathe. This time she _can_ see and she _can_ breathe.

And she can _scream_.

"AHHHHHHHHHHHHHH-"

* * *

"-HHHHH!!"

Kitty awakens in a fit, thrashing about, clawing at the air above her as the blanket covering her piles around her legs and waist in a mess of dark fabric. As her senses return Kitty hauls herself up, using one arm to cling to the back of the couch she had been sleeping on. She gasps for breath, heaving toward her upraised knees while her eyes stare wildly into nothing. Her skin is drenched in sweat.

"Oh, damn! That was... Damn!"

The lights in the living room switch on and Kitty turns to see her friend, Lou Somme, standing in the doorway that connects the living room to her bedroom. The sleepy alien's mane of green hair hangs loose and slightly unkempt.

"Kitty!" Lou says, concerned. "Are you-?"

"Fine," Kitty says, holding one hand to ward her approach. "I'm fine, Lou. It was just a really bad, extremely vivid nightmare. I'm talking Elm Street grade."

"I have seen those movies," Lou says as she steps further into the room to inspect her friend. "You do not appear to have suffered physical injury. Your vibes are very disturbed, however."

"Heh," Kitty laughs bitterly, "I'll bet." She slides her feet around so that she is sitting with her back against the couch and rubs one of her cheeks tiredly. "I don't think I'll be getting much sleep tonight."

In a perfectly straight face, Lou says, "Are you sure you would not be more comfortable sleeping in the bed? It's quite spacious."

Kitty's cheeks redden. "Ah, that's all right, Lou. The couch is fine, and it's not really customary for friends to do that in this part of Earth, anyway."

Lou gives Kitty a blank look. "Do Earth customs often prevent rational behavior?"

"No comment," Kitty says wryly. "Y'know, sometimes you remind me an awful lot of another friend of mine. His name was Douglock. I often had to explain things to him, too, except he wasn't an alien. Well, he was, kinda, actually." She sighs. "It's complicated."

Kitty takes a moment to look over the layout of Lou's living room. It is an unusual sight. Other than the couch it is vacant of furniture, and stacked into a strange formation against the opposite wall are a set of tables and bookshelves. Part of the arrangement that makes it so odd is the fact that the bookshelves are on their sides, forming the top and bottom. Within the various drawers and shelves is a strange and apparently disorganized collection of CDs, paperbacks, picture frames with the store-supplied photos still inside, a gumball machine, some potted plants, a car jack, a small fishbowl and a set of Star Wars action figures. A hollow square remains in the center of the chaotic structure to make room for a small television.

"Besides, if I'm not sleeping, I can entertain myself by trying to make some sense of this room. Have you considered redecorating?" Kitty asks, partly to change the subject.

A serene look suddenly crosses Lou's face. "Follow me," she says, heading for the kitchen.

"What? Why?" Kitty says.

"I have an idea for something else that might ease your vibes," Lou answers absently.

Kitty shrugs. "Midnight snack? Couldn't hurt, I guess." As she makes her own way to the kitchen she says, "If I was still at the mansion, and if Rachel wasn't in the middle of outer space right now, we'd probably be down in the kitchen this very moment, putting some serious hurt to a couple pints of…"

As she crosses the threshold into the kitchen she sees that Lou has opened the door of her freezer. Inside, stacked as they might in a convenience store, are dozens of ice cream pint cups in a wide variety of flavors.

Kitty's face splits into a wide grin and she places a hand on Lou's shoulder. "Are you sure we weren't separated at birth, Lou?"

* * *

The two of them sit facing each other at Lou's kitchen table. Each of them has a pint of ice cream in front of them. They are wielding their spoons like they mean business.

"Thanks for putting me up for the night," Kitty says. "I just couldn't stand to be in the mansion for another minute!"

"It's no trouble," Lou says around a mouthful of mint chip. "It was the least I could do after you saved me from those soldiers."

"Hmm," Kitty says, taking a bite from her own pint. "Too bad Emma didn't see it that way. I still can't believe she wants to fire me. She's the one who insisted I come back and work there in the first place! I didn't even want to come back, but Scott kept telling me how much they _needed_ me. So much for that, huh? He's probably going to flip when he gets back from his mission."

Lou is silent, watching Kitty with a curious expression.

Kitty eyes her warily. "What?" she says.

"You miss it already," Lou states in a matter-of-fact voice.

"Of course not," Kitty insists. "I'm glad. It's a weight off my shoulders I never wanted in the first place."

"This air of indifference is an act," Lou says offhandedly. She scrapes at her cup. "I need more ice cream."

"I'll get it for you," Kitty says, rising from her chair. "More mint chip?"

"Cherry chocolate, please."

Opening the freezer door, Kitty reaches in and pulls out the requested flavor. "Peter was pretty upset about it, though," she says as she shuts the freezer. "So were some of the kids. Warren- he's the kid who pretended you were his mom- wouldn't even talk to me. He just hung at the back of his friends and glared at me."

Kitty returns to her seat and hands the pint to Lou. "I don't know what it was about the way he looked at me, but it almost made me feel like I ran over his puppy with my car or something."

"That is because you will miss being his teacher," Lou insists.

Heaving a sigh, Kitty dips back into her own ice cream. "Well…" She looks at Lou and anxiously chews at her lower lip. "Maybe. But I _hated_ dealing with the media. That's something I'll never miss. Scott told me I was given the job because I'm non-threatening and good with people, but I think Emma just enjoyed the fact that _I_ was always the one with a camera shoved in my face after a big, sweaty battle. Someday I'll have to ask Susan Richards how she does it." Kitty's eyes suddenly widen as she realizes what she has said. "Er, that is-"

"See?" Lou says, smiling. "You miss that, too."

* * *

Kitty tries to give a sheepish smile, but it becomes more of a guilty grimace, "'So about that claw you gave me,' she said, changing the subject…" Kitty orates, "How _did_ you find it, anyway?"

"It found me," Lou says without hesitation. "Or rather, your imposter did."

"You've _seen_ her?!" Kitty says, momentarily forgetting her ice cream as she leans over the table toward Lou. "When?"

Lou stirs at her ice cream for a moment. "As I was coming home from our battle with Gloom," she says in her lazy singsong voice. "She attacked me. It was very disturbing, for I am almost never taken by surprise."

"What happened?"

"She jumped through a wall," Lou tells her. "She caught me while I was flying and knocked me into an alley. Before I could do anything, she stabbed me with the claw and then ran through another wall. Fortunately, she only damaged my armor. I do not know where she came from or where she went."

Kitty settles back into her seat with a thoughtful expression. "First Stevie, now you? That _can't_ be a coincidence. She knew this would get back to me. But why now? Why didn't she come after me years ago, when she was pretending to _be_ me?" Kitty pounds a fist into her palm in frustration. "What did she look like?"

"Exactly like you," Lou confirms. "Except her costume was different, and she seemed… wilder."

"That sounds about right," Kitty says, sounding satisfied. She picks up her glass of milk and notices that it's empty.

Without appearing to notice this herself, Lou says, "I would like some juice, while you're up."

Kitty smirks. "Guess you knew I was heading to the fridge."

Lou nods. "Vibes."

Kitty exits her seat and moves to the refrigerator. When she opens the door she notices her reflection staring at her from the back. With a wry smile she says, "Watching your weight, Lou?"

"What do you mean?" Lou says from behind.

"I just noticed this mirror you have inside the fridge."

"I have no mirror," Lou says calmly.

"I'm looking right at it," Kitty says. "It's strange, though. My reflection looks a bit odd."

The face that Kitty is looking at warps into a malevolent grin and a pair of hands suddenly reach out to seize her shoulders.

"Kitty, look out!" Lou yells.

"Oh sh-" is all that Kitty manages to say.

* * *

The world around Kitty suddenly becomes an ocean of swirling pastel colors and flashing lights. She is thrown backwards, pushed by her attacker, and the world ripples around her as she falls into a bottomless vortex.

As she becomes fully immersed in the sparkling lights and kaleidoscopes of color, a music so beautiful it tugs at Kitty's heart fills her senses, and she is nearly lost in a strange, overwhelming euphoria. It is only the presence of the woman steering her through these realms of enchantment that allows her to keep her presence of mind.

She is her double in nearly every way, from the gentle sweep of her nose to the wavy locks of her brunette hair. Her hands are tight around Kitty's shoulders and her face is locked in concentration as they fly from one ethereal ambit to the next. The only readily available way to distinguish the two is their difference in dress, for Kitty is still in her nightshirt and her double is wearing the unusual costume that served as her uniform prior to her resignation from the X-Men so long ago.

"You!" Kitty finally blurts.

Her double manages a mocking smile. "Yes, 'you.' In more ways than you know."

"What's happening?" Kitty demands. "What are you doing?"

"Little trick you haven't learned yet, punk?" her captor says through clenched teeth. They veer off, but by now directions seem meaningless. "Figures. Still tied to the quaint, insignificant use of your power to phase through the elements of one tiny Plane of Existence. I'll bet you still think detaching yourself from the Earth's rotation is an achievement. Amateur. For me, there are no barriers, not even the walls between dimensions."

"Wow. Do you always brag this much?" Kitty asks.

"Stay calm," she thinks to herself. "Keep her talking until you can figure a way out of this."

"You'll have to use funnier, or crueler insults than that if you intend to distract or enrage me," the double says. "But that's probably your best material, so I have nothing to worry about."

"You actually fooled everybody with this behavior?" Kitty says in disbelief. "I mean, the whole 'rebellious phase' excuse might have gotten you through the door, but I'd have thought after a month or two around _that_ mouth somebody would have tried to shove you out an airlock."

Her imposter says nothing, her jaw set. A thin sheen of sweat has formed around her brow.

"You've never done this with a passenger before, have you?" Kitty notes.

"Pff. It's still more than you've ever done."

"True," Kitty says, "but it probably means your focusing too hard to prevent me from doing THIS!" With that pronouncement she throws her hips forward and drives one knee into the double's gut.

"Oof!" her kidnapper gasps, eyes wide in pain and shock. Kitty seizes the opportunity to wrench one arm free and slam her fist into her face. The two attacks are enough for Kitty to wrestle free of her doppelganger's grasp, and she quickly falls away from her.

"No!" the double yells, reaching toward her before vanishing into the miasma of color.

Kitty has a moment to regret her decision as a much more violent sensation of falling overwhelms her. The world spins around her and her insides seem to spin with it. The sensation is mercifully brief, however.

"Whooooaaaa!" Kitty yells before she suddenly hits solid ground. "Unf!" she cries as her back collides with the unyielding earth.

"Not smart, Kitty," she thinks to herself. "That could have been a great way to get yourself killed."

She hauls herself to her feet and looks around. "Oh, well," she says. "No sense worrying about it now. I have more immediate problems, such as..."

She appears to be in some massive cavern. The unhewn stone walls and rows of stalagmites would suggest as much. She cannot see the cave ceiling, however, only a dull greenish light high above her. At her feet a sickly mist plays about her ankles and stretches the entire length of her surroundings. The stench of death is all around her.

"...Where am I?"

* * *

Suddenly, in a dozen small places throughout the cave, the mists part. Thin, clawed hands reach up, grasping at the air. Batlike wings shift to and fro. Within moments a small force of waist-tall demons and imps have risen from the mist as if awakening from a long slumber, all facing towards Kitty. Their forms are varied, but equally grotesque and nightmarish, and each wears a different deep, leathery colored hide. Round, blocky and triangular faces leer as one as they take in the sight of her.

"Oh," Kitty says as realization dawns on her. "Great."

"Meat!" one of the demons says. It resembles a pasty white slug with bulging eyes and a gaping, fanged mouth.

"_Human_ meat!" a demon with spindly arms and a goblin face clarifies.

"Baby?" another says. It has no eyes and seems to be nothing but mouth and stubby limbs, like a twisted version of the Tasmanian Devil enraged.

"Not baby," a winged imp tells his companion.

"Aww. Like baby," the maw demon complains.

Knowing she's surrounded, Kitty sets her feet and turns her head to track all of them as they crawl, slither and flit toward her.

As they draw closer, some of them wag their tongues at her, as if tasting her scent. Many chuckle at the prospect of the meal they see before them.

Before they get too close, Kitty flings one of her arms out as if she were going to throw something at them. Her palm is out, the pose not unlike those assumed by those X-Men capable of firing bolts of energy from their hands. In a loud, clear voice she utters a sudden incantation.

"Beetlejuice! Beetlejuice! Beetlejuice!"

The demons grind to a sudden, cautionary halt. Some flinch. The air goes still as they await whatever doom she might have called down on them.

Nothing happens.

The demons give each other curious looks and then glare at Kitty.

Kitty shrugs, her mouth forming a slightly foolish and embarrassed smile. "It was worth a shot," she says.

Unimpressed, the demons descend upon her, howling with fury and glee.

* * *

The demons move in a single mass, expecting easy prey to fall before their fangs and talons. As the closest gets within striking distance and Kitty drives her fist into his face, caving it in upon itself, they realize their error.

"So, are you guys the Welcoming Committee?" Kitty asks, twisting to meet the onrush of demons. "Because you really don't have to bother…"

When the second to attack dives for her, and to its great surprise passes right through her, they begin to suspect that they might have bitten off more than they can chew.

"…I don't want to be here in the first place!"

"Her flesh is as vapor, my brothers!" the attacking demon cries as its momentum carries it into another.

Kitty crouches low, grabbing one smaller demon around the neck and smashing another two with a brutal roundhouse kick. They fly back, spitting jagged teeth.

"This part more like stone!" one of them grunts.

A demon that was charging at Kitty with its jaws wide open suddenly freezes as Kitty thrusts her hand into its gaping maw, phasing through the back of its head. It rolls its eyes back, nervously looking at what she is up to. The hand doubles back on itself, grabbing a fistful of the demon's stringy hair and then with a fierce yank pulls back through the demon's head, turning it inside-out.

The demon staggers about, hands flapping as it paws at the mangled flesh of its own head. "Oooh, what she did!" it cries in a garbled voice. "What she _did_!"

Kitty stands ready, fists raised, knees apart. "Anybody else want some?" she asks the demons, who are now keeping their distance.

Without warning, the earth erupts around her as two massive jaws snap shut like the halves of a bear trap. She barely has time to glance at the enormous sharp teeth and cry out before she is completely engulfed. A titanic sized demon sits up from the spot it had been laying, cloaked by the mists so that it seemed to be part of the landscape. Its single eye squints as it gulps down the unexpected meal and it pats its belly with a smile.

"I can't believe I ate the _whole_ thing," it says, sounding pleased.

* * *

The Cyclops demon is licking its chops while the other demons gather around to complain. All except the one whose head Kitty had turned inside-out, which continues to wander helplessly around the spacious cavern.

"Selfish!" a demon cries out, shaking its fist.

"Should share!" the slug demon agrees.

"Heh," the larger demon chuckles. "Settle down. Caught her fair and square, I did." His mirth is cut short, however, by a strange thumping sound. His eye bulges uncomfortably and he slaps two clawed fingers over his mouth while his cheeks puff up. "Mmp!"

The leathery skin of the demon's belly shifts and rolls. Then, without warning, part of it thrusts outward, as if something has exploded inside him. It happens again, then twice, faster each time, and the unfortunate demon clutches at his belly and moans.

"Still alive!" one of the smaller demons says.

"Kill her!" another says.

"Get her!" says a third.

"Eat her!"

They climb up the demon's leg and tear at his belly, hoping to be the first to recover the victim they had lost.

"Easy, now!" the Cyclops demon slurs. "That hurts, you know!" The only response he gets is intensified clawing from the others.

"Yearggghhhh!!!" the demon howls, trying to swat them off, but it is not long before they have ripped his stomach open. The Cyclops demon staggers back and falls, landing atop a stalagmite. The massive stone spike pierces his chest with a sickening crunch. The demon lets out one last scream of pain and then lies still. The remaining demons rush to the hole they have torn in its belly and eagerly peer inside. All they find, however is a pile of steaming entrails. There is no evidence of Kitty.

Just they are starting to become disappointed, however, a voice emerges from further up the slain demon. "I am _not_ in the mood for this."

They look to see Kitty, phasing her way out of the demon's head in a way that almost makes it look like she's climbing out of its mouth. Her hair and nightshirt are limp and dark with demon saliva and her eyes are bright with rage.

"Not that I'm _ever_ in the mood for a trip to this nightmare of a dimension, but I usually don't have to deal with it while in my nightshirt!"

"Slay!" one of the imps says, pointing a finger in Kitty's direction.

"My thoughts exactly," Kitty says with a snarl. Despite her obvious fury, her stance shows complete discipline and control. From the set of her feet to the position of her arms, she looks every inch the deadly warrior.

* * *

The demons rush toward her, howling, but Kitty runs toward them as well. She launches herself from the Cyclops demon's chin and uses both of her hands to catch the tip of the stalagmite protruding from his chest. Using it to swing around, she drives both of her feet into the winged imp that was flying toward her the fastest. The impact breaks the creature's spine, and it vanishes into the mist below with an agonized whimper.

Kitty vaults off the stalagmite, launching herself through the air and toward the other demons, who are either too slow or too wild to get out of her way. She lands on the maw demon's lip, throwing him back upon the others as they all fall into the belly they tore open. With the grace of a gymnast, Kitty leaps off of the demon's head and flips through the air. She lands near the fallen demon's waist, facing toward her assailants and primed for another attack.

The demons claw their way out of the cavity they themselves created, hissing and spitting. "You fight well," a purple-skinned demon cackles. "Like a great demon warrior, almost. Doesn't she, brothers?"

"We still catch you," a bright-red demon promises. "We still eat you!"

"Think so?" Kitty says. "Well come on, then."

The demons all laugh, and one of them says, "We wait. Warriors not fight so well when poisoned." He wags one of his clawed fingers meaningfully, and Kitty notices that it is wet with freshly drawn blood.

"Wha?" Unable to resist verifying the demon's claim, Kitty's eyes drift lower to inspect herself. She finds a long tear running down her lower leg, a thin trickle of blood gathering around her foot. Anger and adrenaline had masked the pain, but Kitty's eyes grow wide with horror as she now becomes fully aware of the wound. "No!"

"Yes!" a demon gloats from behind. It is the one Kitty had mangled at the start of the fight. Somehow it has managed to mostly restore its face and head, but it is still grossly deformed. It rakes its claws up Kitty's back, scattering bits of her nightshirt and bright droplets of blood everywhere. It is a vicious, unsporting blow, but then again, demons are not famous for fighting fair.

"Ahhhhhhhh!!" Kitty cries out as she is wracked by intense pain.

* * *

"_Now_ we eat!" the demons cry and rush toward her. The demon who struck her works to readjust his face a little more while rivulets of drool spill from between his fangs. Kitty collapses to the ground, clutching her stomach in pain as the poison begins to course through her veins.

Before they can strike, however, a bolt of yellowish energy strikes three of them, burning them to cinders. The others freeze and fearfully look in the direction of the attack.

"Begone!" a commanding voice intones.

Descending from the sky is a well built woman with long, flowing blonde hair. She is wearing shining silver armor that wraps her legs and arms in eldritch steel so pliable it is almost a second skin. The midriff is left bare, which would normally call into the question the battle usefulness of such garb, but the nimbus of power that radiates around her entire body speaks of other defenses. Atop her head the woman wears a horned crown, the silver spikes curving up as they might on a bull or a gazelle. A great silver cape flutters behind her while a steady glow of magical energy surrounds her hands.

"'Tis _her_!" one of the demons wails.

"The Darkchylde!" another says.

The woman's eyes flash dangerously. "You shall address me properly, for I am Magik! Do your feeble minds also recall that it is _I_ who rules Limbo?" she declares. "This human is under my protection. Seek your victims elsewhere!"

Not wishing to dare her wrath, the remaining demons scamper off, grunting and whining like wild animals.

The woman lands near Kitty and places a gentle hand on her back. "Steady, Kitty. I've got you."

Kitty trembles from the pain of her wounds, but lifts her eyes to regard her rescuer. "A-Aman-?"

"Shhh!" the woman says, cutting her off. "No names here in the open. Come with me. I can heal those wounds, but I need to get you someplace safer, in case those demons return in greater numbers."

With that, a glowing silver disc appears beneath them and rises quickly. As it traces a path to their heads, their bodies below vanish, until the disc completes its journey and it too, disappears. Once again, the misty cavern is silent.

* * *

In another part of Limbo that resembles a lush garden with ivy-covered brick walls, a new teleportation disc rises from the ground, allowing Kitty and the woman who calls herself Magik to materialize. The blonde woman walks Kitty over to a stone slab that might normally serve as a bench and gently lays her upon it.

"We should be safe here," Magik tells her. "Just hang on, Kitty. The poison will work slower if you stay calm."

Kitty's face contorts with pain and she grunts in response to the woman's plea. "Whatever you say, Doc," she says through clenched teeth.

Magik passes a hand over Kitty, and a greenish vapor seeps through Kitty's skin, gathering around the sorceress' waiting palm. Kitty's back arches as she twists in pain. "Gnah!" she cries.

"Shhh," Magik says in a soothing voice. "Almost done." Another moment and the remaining vapor leaves Kitty, who collapses back to the slab with gasping breaths. "There," Magik says, clenching her palm into a fist, watching with satisfaction as the offending vapor vanishes in a puff. "It's done."

"Hahhhh..." Kitty groans as she begins to relax. "Always a party, this place. I can see why you hardly ever leave it."

Magik smiles at the comment. "Well, I'm not a _licensed_ practitioner of medicine, but my experience with the X-Men has taught me that these weak stabs at humor are usually a sign of recovery."

"Hard to argue with tradition," Kitty says, reaching a hand up. Magik acknowledges the unspoken request for help and takes the hand, lifting her to a seated position. "Thanks for the save back there. I was a few seconds away from becoming demon chow."

"You're welcome," the sorceress says politely. "Not to sound like I don't appreciate the visit, but what are you doing in Limbo, Kitty? And alone! That's just asking for trouble."

Kitty rubs her shoulder and frowns. "Believe me, I know that better than anyone. And coming here wasn't exactly my idea, depending on who you ask."

"Depending on who you _ask_?" Magik repeats incredulously.

Looking around, Kitty says, "Ah, is it okay to go back to names, here?"

"Yes," her friend confirms. "This place has wards to keep enemies away. You don't have to call me Magik if you don't want to."

Kitty nods. "Thanks, Amanda. How I got here's a little confusing, but I'll tell you everything I know, and hopefully I can get you to do me a little favor..."

* * *

Not much later...

Amanda Sefton, the second woman to bear the name Magik, sits next to Kitty on the stone bench, wearing a somber expression. "So, this imposter spent six months pretending to be you, vanished right before Peter died, and now you've found yourself here in Limbo after she tried to kidnap you."

"That's basically it in a nutshell," Kitty confirms. "Although I've been having a bit of trouble with getting people to believe me."

"Actually, it explains a few things," Amanda tells her. "The X-Men helped me battle Belasco during that period, and you- I mean _she_- was involved. Belasco took her soul and I kept the rest of her in the Soulsword until I could save her. As soon as I healed you I knew that you were not the same person." The sorceress places a thoughtful finger on her chin. "And yet..."

"What?" Kitty asks.

"Well... It's just, the only reason Belasco was able to summon you- I mean her- to Limbo was because of a spell he placed on you during your first encounter with him."

Kitty's face tightens and she makes a fist. "I remember that..." A memory flashes in her mind of that battle, one her first adventures with the X-Men. Belasco had captured her and encased her in a giant crystal, and to ensure that she wouldn't try to phase out of it, he pulled her skeleton from her own body. She was only thirteen years old. "It was horrible. He made my own skeleton wave at me. I've had worse things happen since, but it was one of the first times I ever experienced _true_ evil."

Amanda nods in understanding. "So if he placed the spell on you, how did she wind up in Limbo instead?"

"Someone from an alternate dimension who got stuck here, perhaps?" Kitty says with a perplexed shrug. "It's happened before."

Amanda shakes her head. "No, that can't be it. Limbo exists in all places and all times. That's its nature. It connects all the dimensions, links them like a hub, but what happens _here_ happens _once_. You are the only one who is bound by that spell. No clone or duplicate from another dimension could possibly share it with you."

The news causes Kitty to shift uncomfortably in her seat. "So what you're saying, then, is that even though she isn't me, she _is_ me?"

"In a manner of speaking," Amanda says thoughtfully.

"I have to know more," Kitty says. "Whoever she is, she's been hurting my friends to get at me." She takes one of Amanda's silver-sheathed arms in her hands and looks pleadingly into her eyes. "Can you help me?"

Slowly, Amanda nods. "I'll try."

* * *

With a wave of her hand, Amanda summons a trio of scrying mirrors, all shaped like long crystals. They ripple with so much magical energy the air that surrounds them grows dark. A low hum emanates from their illusory surfaces.

"I can't guarantee this will uncover anything useful," she tells Kitty, "but if there _is_ a common thread between you and this imposter, we might be able to find more about her by hunting for it. To do this, I will have to pry your soul as well, for in all likelihood the link lies there. Do you accept this?" The look on Amanda's face clearly states that she is not asking the question lightly.

Taking a deep breath, Kitty says, "Do whatever you have to."

"Very well. This will probably tingle a bit." With that, Amanda snaps her fingers and a trail of golden light snakes out the leftmost mirror and drifts toward Kitty. When it reaches her it expands to the point where she is completely sheathed by the magical glow.

The sensation causes Kitty to involuntarily suck in her breath. "Oh!" she says in surprise. "It's like my insides are being splashed with ice water!"

"The feeling will pass," Amanda assures her. Focusing on the third mirror, she traces a pattern into the surface and then presses her palm to it. The mirror suddenly glows red, pulsing with a heartbeat rhythm. A small tendril of the red light quests to the center mirror, while a similar thread of golden light from the mirror linking Kitty does the same. Upon contact, the central mirror flashes a bright green. "Almost..." Amanda reports, maintaining contact with the rightmost mirror and shutting her eyes in concentration.

"Got it!" she says, as the mirror she is touching suddenly changes to a pale blue.

"What?" Kitty says curiously. "What do you see?"

"It's not that type of scrying mirror, Kitty. It does not produce visions. It merely points the way to the information I seek based on the search parameters I supply."

"It's a magical Google?"

"In a sense," Amanda says. "I'm having trouble getting anything useful, however. The connection is hazy."

"Can we start with who she really is?" Kitty says, trying to sound casual.

Amanda silently communes with the mirror for a moment and says, "Your answer does not lie in who she is, but rather in who she _isn't_."

"Oh, perfect. Is all the information this thing gives that helpfully vague?" Kitty grumbles sarcastically.

"I told you the link was hazy, didn't I?" Amanda snaps back. "I'm starting to get a little more. This might be more useful, but-" The sorceress' eyes suddenly jolt open with alarm. "No!"

A crack rips its way across the mirrors, and a moment later they shatter in an explosion of spectral shards. The force knocks Amanda back into one of the walls of the garden.

"Amanda!" Kitty shouts.

* * *

Despite the spectacular explosion, the woman known as Magik seems largely unharmed. Even her horned crown is not out of place as she rises back to her feet. "It's all right, Kitty. I'm fine. There was some unexpected feedback, is all. I'm afraid the last bit of information I acquired is all that I'll be able to give you."

Kitty nods. "I understand. Anything's got to be better than the pointless dead ends I've been chasing so far."

Amanda grimaces at Kitty's optimism. "I wonder if you'll still feel that way after I've told you what I found. Your answers lie in the place your imposter was trying to take you to."

"What?" Kitty says, just as upset as Amanda had predicted. "You mean if I had just been a good little hostage I might already know who she really is?"

"Perhaps, or you might be dead, depending on what she was planning," Amanda reminds her. "If you're willing to risk it, however, I was able to get a general location. I'm not sure what you'll find, but if you wish it, I can safely teleport you there."

"Just me?"

Amanda shakes her head. "At the moment, things are not as stable as I would like here in Limbo. I won't be able to join you."

A nugget of doubt creeps across Kitty's face. "But, how will I get back home, then?"

"I was able to sense a powerful dimensional gateway in the area," she tells Kitty. "I'm not sure of its nature, but there's a chance you can use it to find your way back home. If I sent you back to the X-Men instead-"

"No," Kitty says in a calm but decisive voice. "She'd probably just find me before I could convince them to help, and you've already taxed yourself enough. I'll have to do this alone. I would like to ask one favor of you, first, though."

"What's that?"

"Can you magic me up some clothing?" Kitty asks, pointing her palms toward the shredded nightshirt that is barely clinging to her. "I'm not exactly dressed for action, here."

"Oh!" Amanda says with a laugh. "Of course!" With a wave of her hand the clothing Kitty had been sleeping in shimmers white along the edges and slowly changes until she finds herself wearing her field uniform.

* * *

Kitty inspects the work with a pleased look on her face. "Ah, this is more like it. Never thought I'd be glad to be back in the colors again after- Well, never mind that."

Amanda is silent for a moment, as if she is deciding if she should say something. "Kitty?" she ventures.

"Something wrong, Amanda?"

"I was just wondering, before you go, how Kurt's doing. I haven't heard from him in a while, and I'm getting worried."

"Oh," Kitty says, looking uncomfortable. "I guess nobody told you. He ran off with Rachel and-"

"Rachel!?" Amanda blurts, her face lit with disbelief and what looks like outrage.

"Whoa! Poor choice of words there," Kitty apologizes. "They're helping Professor Xavier and Alex deal with a problem."

"What kind of problem?" Amanda says, looking worried.

"I don't know all the details," Kitty says, "but they have to get to the Shi'ar and stop a disaster from happening. None of us have heard anything since they left Earth." She gives Amanda a measuring look. "You still love him, don't you?"

Amanda raises a mildly threatening eyebrow. "Well, if we're going to start discussing ex-boyfriends, there _are_ a few questions I've been meaning to ask you..."

"Ah-heh," Kitty says, laughing uncomfortably. "Point taken. No romance talk here." With that, Kitty's face becomes serious again, as does Amanda's.

"Be careful out there, Kitty," the blonde sorceress says.

"I promise," Kitty nods.

Amanda raises her hand, and as she does so a silver stepping disk manifests below Kitty and climbs to her head. In a short moment the young woman is gone.

A tall figure slowly steps out from the shadows behind Amanda. She has an ageless face and smooth green skin. Her hand rests on a long, mystic staff and she is adorned with a ram's horn headdress.

"Hello, mother," Amanda says without turning around.

"I'm surprised at you, Jimaine," her mother chides, using her daughter's true name. "Letting your friend run off with only half the story. Weren't you going to tell her about that little something _extra_ you found while you scanned her soul?"

"No," the woman known as Magik replies. Her face is grim as she keeps her eyes on the spot Kitty had stood only moments before. "She isn't ready for that."

* * *

Kitty materializes in a rocky, barren wasteland. A tall, but thin shroud of multicolored fog shrouds the landscape, and the sky is a dull blue with greenish clouds floating high above.

"Oh, more fog," Kitty thinks. "Well that's just lovely."

Looking in every direction, she says out loud, "So how am I supposed to figure out where I'm supposed to go if-"

She stops short as she reaches the point where she is facing the opposite direction she arrived in. Through the fog Kitty can clearly see the dark shape of a massive structure, most likely a castle, in the distance resting upon a high cliff. It rises hundreds of feet in the sky as two thick, conjoined towers. The sheer angle of the castle's rise is suggestive of ancient Mayan temples, but that is where the similarity ends. Large protrusions, too thin to be anything more than decorative, sprout at regular intervals up the sides of the building, hooking upward to collectively point toward some unknown spot in the sky. A similarly angled sculpture stands at the very top, like a crown for the two towers, the abstract shape evocative of a starfish or bird of prey standing with one foot on each tower. The castle cannot be more than one or two miles away from where she stands.

"Oh," Kitty says. "Guess that answers that."

She starts to step toward the castle when she notices a small part of the rocky ground carved away from the level earth around it, forming a long, but generously wide trail leading to the mighty cliff and the castle that stands atop it. "Hey, look," she thinks. "It's my own personal yellow brick road. If Lockheed were here I'd be tempted to start calling him 'Toto.'"

A curious mental image sweeps through Kitty, almost against her will, of her friends and teammates in the various roles of Dorothy's companions from _The Wizard of Oz_. Peter's steel form is blended with the metal plates and cap of the Tin Man. Hank, the catlike, blue-furred Beast, sports a long tail with a puff at the end. Logan is wearing a straw hat, his nose is painted red, and bits of hay spring from his knuckles in place of adamantium claws.

Kitty stifles a giggle. "Guess that only leaves two more for the Wizard himself and the Wicked Witch, and the latter's a pretty obvious choice," she thinks. She becomes more serious a second later. "Only, I don't think I'm going to solve this problem with a bucket of water and three taps of my ruby slippers."

The young woman feels a sudden chill and instinctively hugs herself. "Brrr!" she says out loud. "I hope it's warmer in that place." With that optimistic statement she takes her first step toward the castle and whatever waits inside.

* * *

In not much time Kitty follows the trail to the ground floor of the odd-looking castle, her eyes studying the dull, yellow-orange surface for any signs of danger. "I'd better stay phased," she thinks. "With any luck that will help disguise me from any proximity alarms until I can find a proper way in." She pauses to ponder the place in its entirety. "What kind of place is this, anyway? It looks ancient stonemasonry, but everything else feels like it came from thousands of years in the future, or even another planet. Why would my imposter want to take me to a place like this?"

As she steps carefully around the walls of the building, she finds a small depression that proves to be an underused side-door. "This looks promising," she says, and moves closer to inspect it. "There's something here all right" she thinks, zeroing in on a small plate she finds on the wall next to the door. "The cover of a control panel? Well, that certainly rules out old world architecture. Looks pretty flimsy, though. I bet I could pry it open fairly easily."

She reaches up and allows her fingers to solidify enough to clasp the edges of the plate and, as she had suspected, the thin metal easily pulls away, revealing a nest of wires and circuits within.

"Nice," Kitty thinks. "Looks like the main circuits of this door's alarm and locking mechanism. Something like this would probably keep out most unwanted guests..." she reaches her hand to the panel and phases through it, causing the electronics within to spark and short out. "...But then most unwanted guests can't scramble those systems with my phasing power."

As if to punctuate her point, the door swings open with a grinding sound of stone scraping against stone. "Presto!" Kitty thinks with delight. "Now to find out what's inside, although in a place this size I'm more likely to get hopelessly lost than solve any mysteries."

Kitty cautiously steps inside, looking at the contrast between the heavy stone blocks that form the walls and the smooth metal surface of the floor. "Even for Limbo, this place is pretty strange. It doesn't feel right. Now that I'm inside I'll have to stay on guard even more. Who knows what other traps are waiting in a place like this, or how many guards it has. I've been lucky so far, though..."

As Kitty walks, her feet brush past a small figure, the size of a child's doll, standing in the cracks between two blocks of the wall. When she passes, it silently steps into the hall and begins to follow her.

"...it looks like I haven't been noticed yet."

* * *

As Kitty penetrates deeper into the mysterious lair, it quickly becomes more sophisticated both in build and contents. The walls change from smooth stone to some gleaming metal of unknown origin, and strange vents, panels and sensors play along the ceiling at regular intervals. Valves, tubes and pipes run the length of the hallways, their purpose indecipherable. The halls are lined with containers and blocky cabinets that bristle with advanced technology.

"Everything's so still," Kitty thinks. "It's as if no one has used this place in ages, yet not a thing's out of place and I haven't spotted so much as a single speck of dust. From the looks of things, the place could be automated to do everything, even perform its own upkeep. I'd _love_ to spend a year or too studying this place if I had the chance."

Her appreciation for the place becomes secondary in her mind, however, as she passes a doorway leading to a very large observation room. "Aha! This looks promising."

She steps inside and finds a room with wall-to-wall monitoring equipment, computers, and an array of other sophisticated devices of unknown purpose. The ceiling looms high above her, and a railed walkway circles the upper limits of the room. More doorways can be seen at the top level, leading elsewhere in the complex.

The tiny man who has been following Kitty finds a section of wall with numerous switches and protrusions and slowly climbs it.

"Now this is more like it!" Kitty says, sounding pleased. She finds a chair located in front of an odd-looking keyboard and makes herself comfortable. "Time for the Goddess of Computing to take the wheel!"

Behind her, the small figure reaches the railing of the upper walkway and without hesitation flings itself to the ground, kicking off to increase the speed and force of the impact. When it collides with the ground it glows with a throbbing energy and suddenly swells many times its original size. It is now more easily recognized as a muscular man with orange skin, wearing a strange purple armor with matching wrist braces, boots and helmet.

"You go no further, intruder..." the man says, flexing his arms menacingly.

Kitty gasps and spins in her chair, alarmed by the unexpected arrival of the man who has just revealed himself. "I'm caught!" she thinks. "But how did he sneak up on me?"

"...It is here that you shall fall. Remain still, and I shall make your death a quick one."

* * *

Kitty rises to her feet, fists at the ready. No longer surprised, she quickly takes note that the man threatening her is half her size. "I don't think so, Tiny," she says, springing toward him with deadly grace.

"Whoever this guy is, I don't know his capabilities," Kitty thinks. "Better take him out quick, before he has a chance to attack or sound the alarm."

In a second she is upon him. She sweeps low, kicking his legs out from under him and then grabbing hold of his shoulders. She easily lifts him, and after a quick spin, chucks him at the sturdy, unyielding surface of one of the far walls. He strikes it with a loud "Wrang!" and drops to the ground.

"That ought to do it," Kitty thinks, but she remains on guard, in case he should rise.

And rise he does, doubling in size so that he is as large as a fully grown man.

"Oh, this isn't good," Kitty says, her eyes growing wide.

"Fool!" the man says, stepping toward her menacingly. "Strike me all you wish. Your blows shall only make me larger and stronger than I was before, though I am certain even this is more than enough to deal with a frail thing such as you!"

"Big talk," Kitty taunts, carefully moving back as she does so. "Think you can back it up?"

Kitty studies his approach carefully as she prepares her next move. "His power sounds a bit like Sebastian Shaw's," she thinks, recalling the Black King of the Hellfire Club, sworn enemies of the X-Men. "His power to absorb kinetic energy and convert it into strength has allowed him to go toe-to-toe with Peter in the past, and win! If I'm going to take this guy down, I'll have to be smart..."

The strange man suddenly springs on her, launching a heavy fist at her face. Kitty ducks between his legs to avoid the attack, tucking into a roll and emerging behind him. "...starting with not letting him hit _me_!"

"Run all you like!" the man bellows. Ignoring him, Kitty works to put some distance between him and herself. "You cannot escape me!" With that, he turns and rushes towards her as if he intends to ram her with his own head.

* * *

The armored man charges toward her with terrifying speed, but as he gets close, Kitty performs her own special brand of levitation to move out of his reach, stepping upon the very air and phasing her way up until she is well above the man. "Can you fly?" she asks cheerfully.

To her surprise, however, the man does not slow his step or turn to face her, choosing instead to hurl himself into the other wall. He smashes into it, wrecking the electronic monitors that dot its surface. Once again his size magnifies and turns to face her.

"Your tricks will not save you," he vows. "No matter how high you climb, I shall grow tall enough to catch you, and then you shall be crushed between my fingers!"

"Come and get me, then!" Kitty says, and runs across the air for the other side of the room. Without hesitation the man does just that, his increased size making his charge all the more fearsome.

When he strikes the wall he once again grows more massive, now nearly thrice Kitty's own size. "Soon I shall fill this room, woman! Where shall you flee then?"

"Well, now that you've obligingly grown too tall to fit through it," Kitty says, suddenly dropping back to the floor and gently landing on her feet, "I was thinking I'd take the door!" She springs into action, dashing out of the room. Without looking back, she rushes down the sleek corridor while the growing man bellows in fury.

"So much for the quiet approach," Kitty thinks as she runs.

Suddenly the wall in front of her explodes outward, showering the hall with debris. She instinctively phases, allowing the stone and metal to pass harmlessly through her. "That was close!" she thinks as the dust clears.

"Little coward!" the growing man says as he steps into the hall. He is now more than fifteen feet tall and his face is clenched in anger. "I am a stimuloid! My master built me with the power to overcome any barrier! Your death at my hands is only a matter of time!"

Kitty's fearful visage suddenly changes at his boastful words. "You're a _robot_?" she says with a hint of amusement. "Well, why didn't you say so in the first place?"

* * *

Kitty sprints toward the self-styled stimuloid, her eyes determined and confident.

Seeing this, the man crouches low to intercept her attack. "You no longer flee? This is good. I prefer to slay a fighting foe."

"Oh, don't mind me, bub..." Kitty says as she somersaults into the air. He reaches toward her, but as his palm comes in contact she phases right through it and then his own chest, emerging behind him. "...I'm just passing through."

"More tricks?!" the man yells before his limb seizes up and his jaw drops in disbelief. "I cannot move my arm! What have you done to me?" Awkwardly, he attempts to rise.

Calmly, as if nothing unusual at all were happing, Kitty walks back to where she had been, phasing though one of the stimuloid's legs along the way. The damage done, he collapses to one knee. "My phasing power scrambles electronic systems. It's rather nasty if you happen to be a robot, but I'm sure you've noticed that by now." She climbs toward his head as if taking an invisible stairway. Kitty thrusts her hands into the man's face. "Now open wide and say 'Ah.'"

"Ahhhhhh!!" the man shrieks as his face trembles violently. A rain of sparks fly from his eyes and ears, and a second later he drops to the hall floor, black smoke rising from his joints.

"That takes care of him," Kitty says. "But I have a bad feeling that my troubles are just beginning. I'd best get out of here before anyone else shows up."

She starts to rush off, but before she has taken two steps she is struck from behind by a beam of red energy. "What!?" Kitty cries out. An instant later she is frozen in place, the red energy surrounding her like a translucent coat of wax. "No!" Kitty thinks. "Some kind of stasis field! I can't move. Can't phase!"

"Leaving so soon?" a voice says from behind. "You've only just arrived."

Kitty feels herself being lifted as if by invisible hands. The mysterious force turns her to face the man who is speaking, and her face pales as she lays eyes on her captor.

* * *

He is a tall, ominous figure standing proud as he gloats over his prisoner. He wears what looks like a loose fitting environment suit of green fabric accentuated with a purple belt and matching trim. The outfit also includes purple gloves, cape, helmet and thick boots which go all the way up his thighs. His face is cloaked in blue, so perfectly is almost seems like his natural skin. Only his eyes and mouth are left exposed by the cover, and two lighter colored seams run the length of it, bisecting his eyes and skirting the edges of his mouth. These strange markings make his face look both alien and horrifically artificial. His bizarre clothing does not diminish the imposing figure he presents. The man stands like one accustomed to power, who takes pleasure in the domination of all who oppose him.

"Welcome, mutant," the man says. "I have been expecting you. You may cease your futile struggling, for whether you wish it or not, you are now an honored guest of Kang!"

Next: Hail to the Kang!

* * *

Notes:

This story takes place during while Cyclops and the other originals are still involved in the events of Civil War: X-men.

The castle Kitty finds is modeled off the one shown in Avengers #268.

Amanda was once briefly a member of Excalibur, spending most of her time with the team while Kitty was dating Pete Wisdom.

No demons were harmed during the production of this fanfic.

* * *

**THE CAT'S MEOWS**

**Fired!?!? Emma's such a witch! I can't believe that she fired Kitty. After all the stuff that she has pulled, she actually has the nerve? Keep up the good work.**

**Kitty Rasputin**

Thank you! It seems when it comes to tormenting poor Kitty, Emma's willing to do quite a bit, but don't count Kitty out just yet!

**Geez, Emma, who other than Donald Trump says "fired" anymore? And isn't she mention overstepping herself a little? I thought she and Scott were co-headmasters; at least she should discuss this with Scott before laying down the axe.  
**  
**Hmm, could it be written into the story that this situation may be part of what's been leading to the friction between Scott and Emma we saw before Torn? Or is this another variation of the old cop movie cliche where the main cop isn't able to solve a case until his captain orders him to turn in his gun and badge? To your credit, you wrote both sides of the Kitty/Emma argument so neither was wrong; I could see Emma's POV as well as Kitty's. Too bad you weren't writing the REAL Civil War! **

Okay, we know that Kitty's still on the staff(or at least in the team) after this arc(set pre-Torn), but maybe getting away from the mansion might do Kitty some good. Let her solve the 'clone' mystery once and for all and put it behind her. I look forward to the next chapter, effendi.

**Kirayoshi**

Thank you, Kirayoshi! The clone mystery is indeed nearing its shocking conclusion, although Kitty probably won't like the answers she gets.

Incorporating this story into the Civil War event was a last minute decision. I was originally going to have Kitty stay with Stevie Hunter and shift the events of Issue 8 to follow the Parent-Teacher Night arc, but this seemed to flow better.

**Its a good arc.  
Well thought out.  
Have you tryed to do it as a story board layout?**

**drkraven01**

Thanks, drkraven! I have visualized certain scenes as panels on a comic page from time to time, especially to pace out an action scene. Glad you're enjoying the ride so far!


	12. Hail to the Kang

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others.

* * *

_

The Adventures of Kitty Pryde

Issue 12, October 2006

Cover image: Kang is seen from behind, such that his purple cape occupies most of what's seen of him. He is stepping menacingly towards Kitty, both hands raised as if he intends to call down the very elements upon her. Kitty looks relaxed as she stands in place, sipping on a latte with the words "Koffee Limbo" written on the cup. She has her head tilted slightly as she looks up at the villain, seeming perplexed.

"I am Kang!" the man bellows.

"Who?" Kitty asks.

"The Conqueror!"

"No idea, really."

"I am also known as Rama-Tut!"

"Still not..."

"The Scarlet Centurion!"

"Drawing a blank here."

"Immortus!"

"Doesn't ring a bell."

"Iron Lad!"

"Oh yea- no, no. I thought you were about to say Iron _Man_."

"Insolent woman! I am the Avengers' deadliest foe since Ultron!"

"Ultron, you say?"

"Yes!"

"And he is..."

"ARGHHHH!!!!"

* * *

_Kang, from the shoulder up, looms above the Earth, his gloved hands prepared to grasp it as if it were a precious diamond. The helmet of his battlesuit and the blue face mask he wears are lit by an eerie glow as he smiles over his prize with lips curled back._

He is one of the Titans of mankind. Whole armies and entire nations have trembled before him. He has ruled the world more times than anyone else in history. He is Kang.

_An alien cityscape with sleek skyscrapers and crisscrossing bridges is warmed by gentle sunlight under a bright blue sky. The buildings are lovely in design, but plain and uniform in appearance. There are no signs, works of art or advertisements anywhere to be seen. It is a place better suited to automatons than people. A lone figure can be seen in the distance standing on the balcony of a large tower, looking about with dissatisfaction._

He first came from far in the future, a peaceful era that did not sit well with his thirst for war. He discovered a time machine used by a distant ancestor, and with it, opened a world of infinite technology, infinite possibility, and infinite conquest. Time itself became his own personal battlefield.

_Behind a lemon yellow background the circular "4" and the angular "A" that serve as the symbols for the Fantastic Four and the Avengers stand out in sharp relief._

Yet, for all his power, there have been those who have challenged and bested him, destroying his works both wicked and noble and leaving him with the bitter flavor of defeat.

_Kang stands in a palacial room with an odd mix of ornate statues and technological wonders. He gazes up at a large pedestal at the head of the room, upon which a giant tube, almost like a bell jar, rests. Inside is a beautiful woman with long red hair wearing a strange outfit that suggests she holds high station. Her eyes are closed and she is motionless, like a fossil trapped in amber._

His hatred for his enemies and his thirst for conquest is rivaled only by his love for the woman who sacrificed her life to save his.

_Two heads come into view on a turquoise background. One is a middle aged man with a dark goatee. He wears a light purple headdress framed by a large, matching arched collar. The other is clearly much younger. Though his entire head in encased in a silver and red helmet, his facial features still show on the shining metal surface._

With each trip through time, a new incarnation of Kang was spawned, and of all his foes, none have been more maddeningly successful at foiling his schemes... than himself.

_The body of Kang lies on a desolate battlefield. Dark smoke rises from his armor and his eyes gaze sightlessly into the sky._

Despite his many defeats, his uncountable deaths, he has always returned, ready for his next conquest, secure in the knowledge that he will ultimately succeed. After all...

* * *

...he has all the time in the world.

Kitty stands motionless inside a beam of yellowish light. Her arms are held to her sides, making her seem like a life-sized doll. Her face is defiant despite the helpless image she presents.

Standing before her is Kang, who proudly looks upon her with his fists upon his hips. Kitty seems frail and minute in his lordly presence. "At last I have you, X-Man," the villain gloats. "How nice of you to come to my very doorstep after nearly slipping through my grasp!"

Stan Lee does not present

**Hail to the Kang

* * *

**

"Don't you usually bother the Avengers?" Kitty manages to say. The paralysis beam, either through design or by Kang's generosity, allows her to speak. "Not that it isn't flattering to have an audience with you and all, but really, why mess with tradition?"

Kang tsks with disappointment. "How typical. Always willing to think the worst before you know what's really going on. And here I thought you mutants like to go on about how misunderstood you are."

"Shut off this paralysis beam and I'll show you some 'understanding.'"

The warlord chuckles at her challenge. "You are a spirited one. But then, I already knew that about you."

Kitty's eyes narrow with naked hostility. "I knew it!" she snarls. "I knew someone like you had to be behind that fake me!"

"Oh, I assure you," Kang says with a knowing smile, "she is quite authentic. When it comes to dealing with one's doubles, I speak from experience."

"If she was really me, she wouldn't have anything to do with someone like you!" Kitty asserts.

"And why is that?" he asks calmly.

"Because you're psychotic," she says, as if stating the obvious.

Kang sighs and begins to pace around her. "Do you know why I chose to have you brought here, mutant?"

Kitty glares at her captor. "I have a hypothesis or two, all pretty much apropos with the Grand Bad Guy Tradition, but your timing's all off. The X-Men are on guard now, even the ones who don't believe I have a double. You should have done whatever it is you wanted back when you had her infiltrate them the first time."

"Assuming I cared enough to even bother with such a petty ambition, there are far more useful members I could have replaced, Miss Pryde, if I may be so bold as to address you by name. I require your assistance, specifically."

"I won't give it to you," she vows.

Kang smiles. "I'll take it from you if I must, but what I have in mind works to your best interests as well."

"And what's that?"

"Preventing another disaster like the event you call M-Day from ever happening again."

Kitty's eyes betray her shock as she hears those words, not expecting to hear such a tempting promise from the villain.

* * *

She recovers quickly and scoffs at the man from the future. "Hate to break it to you, Kang, but the 'X' stands for 'X-tra Power,' not 'X-tremely Gullible.' Why should I believe you care about what's happened to mutantkind in the slightest?"

"Your disdain is misplaced," Kang calmly tells her. "You mutants do not exist in a vacuum. The X-Men remain affected by the outside world, and in turn affect it, and this is not the first time your struggles have attracted my attention. I sent one of my own Growing Men to do battle with the demons threatening to conquer Earth during the Inferno."

Kitty feels a shudder ripple through her despite the paralysis beam. The memory of that horrific episode where the hordes of Limbo nearly dragged the world into eternal darkness still freezes her blood. It hadn't just been what Kitty had personally experienced that made it so awful, it was the fact that her best friend, Illyana Rasputin, had been cruelly taken from her in a sacrifice which may possibly have been avoided, but nevertheless nearly ended the invasion in a single stroke.

"And M-Day was just one of those banner moments, is that it?"

"Indeed it was," Kang says, looking grim. "Unlike most events that spawn a divergent reality, the force responsible for erasing the mutant genome also created a disturbance in the chronal stream. A fracture, if you will, and now time is no longer following its natural course. I am not of a mind to see this sort of thing repeated."

Kitty hesitates as she considers the information. "Does this mean you can undo M-Day?" she asks slowly.

"Of course not, nor would I even consider such a thing. That would only worsen the problem. It is done. It shall have to remain so, or heal on its own." Kang clasps his hands behind his back and paces in front of Kitty, his head hung in thought. "This problem requires a solution that goes deeper."

"And you need my help? Why?"

"Because of your natural ability to traverse dimensional barriers, of course," Kang explains.

"I've never been able to do something like that," Kitty tells him.

"How wrong you are. You did so several times during your tenure in England."

Kitty pauses to search her memories. "That was the lighthouse, not me."

Kang smiles. "Was it, indeed? You never considered it significant that those crossovers happened to you more often than anyone, and usually right after you phased?"

"How do you even know about that?" Kitty says, confused. "Never mind, it doesn't prove anything," she retorts. "I was still healing from an injury back then. It was rare for me _not_ to be phased."

"Believe what you like. As I said, it would be better for you to participate willingly, but it is not required."

"Even if that's true, you still don't need me," Kitty says. "If my double's as 'authentic' as you say she is, you could just use her."

Kang turns and approaches her until he is mere inches from the beam that holds her motionless. "Not quite. You carry residue from that disturbance. Your chronal aura reeks of it. While all the rest of the world remains ignorant of the circumstances which brought about that disaster, you are one of the select few who maintains an awareness. It is as if you have lived two lifetimes."

Kitty pales slightly as Kang smiles wickedly. "You were a part of what happened, and it has left its mark on you," the stately villain says. "That is why you are the key to my plan's success."

* * *

By now Kitty's fear is as strong as her confidence, and she isn't sure which of the two inspires her next question. "What are you planning, Kang?"

"Do you know where you are, Miss Pryde?" Kang asks in response, his voice conversational.

"Of course," Kitty tells him. "This is Limbo."

"Correct," Kang says with approval, raising one finger before him. "And yet it is not. This is not the Limbo you know, the one of demons and nightmares, ruled by sorcery. This is another kind of Limbo, similar, yet distinct. This one exists completely outside of Time, whereas the other simultaneously exists in all such points. Dimensionally they are like the North and South Poles of Time."

"I made the mistake of taking Doctor Doom to the Limbo I'm accustomed to," Kitty says. "He tried to trick me into helping him as well, and he succeeded. I won't fall for something like that a second time."

"And what is it you suspect I wish to trick you into doing?" Kang asks.

Kitty feels her voice become dust. "You want to conquer Limbo," she breathes, horrified by the very thought.

Kang frowns in irritation and he steps away from the beam. "It seems you haven't been listening, Miss Pryde. I already rule this Limbo, why should I wish to have another? I only wish to set things right, to prevent the two Limbos from working at cross purposes. In doing so, no power in the cosmos will ever be able to alter history again."

"Is that even possible?" Kitty says, her mind reeling at the potential implications of Kang's ambition.

"Quite possible. Once my work is complete, any attempt to alter the natural course of Time will result in nothing more than the spawning of a new dimension, as it was intended from the beginning." Kang clenches a fist before him as if he were crushing a rock into powder. "Now do you understand? Now will you consider my offer?"

The warlord's earnest words manage to restore Kitty's resolve. "Nice try, Kang, but you forgot something. Even if my power is capable of what you say, that still only solves half the problem. You still need a way to cross the boundaries of time as well as dimension for something like that to even have a chance of working."

Kang bares his teeth in an evil grin. "Funny you should mention that," he says with a smile. He presses a button on the wrist of his glove and the air next to him begins to warp in a multicolored, spherical pulse. It rapidly takes shape, and Kitty's eyes widen in shock as recognition creeps up on her.

The materialization complete, a strange being that resembles a robot floats to Kang's side. From the chest up it seems to be clad in silver armor. Two rigid plates bridge the shoulders like the mail of some paladin from the future. The head is composed of the same shining metal. Round. Smooth. A chin frame skirts along the neckline and swings back as if the top of a helmet had been snapped off, and where there should be ears, two glossy cones sprout like pods, their purpose a mystery. Apart from the tips of its fingers, spread like nubs of the same bright metal, the rest of its body is human in shape, but decidedly unearthly in form. A vortex of space and oblivion plays within the ghostly body, and lightning sparks from end to end in a dazzling play of light. The tips of its feet, if they can be called such, hover mere inches from the ground as if it were no more solid than a puff of cotton, a dark, human shaped cloud.

\Greetings, Daughter of Pryde,\ the being says in a sharp, inhuman voice. Its eyes are cold and expressionless as it offers the salutation.

Kitty's voice is barely more than a whisper, and she only speaks a single word.

"Widget?"

* * *

Kang smiles at Kitty's response. "Now my loyal servant," he tells her.

Kitty shoots him an outraged glare. "Widget was my friend!"

"Once, perhaps, but no longer," Kang calmly says while Widget floats behind its master, its face expressionless. "For a man of my stature in the field of robotics, such petty concerns present no barriers."

"You deleted her?" Kitty blurts, disbelief shining in her eyes.

Kang's smile becomes wider, mocking. "In a manner of speaking. A new personality matrix was needed to make your former ally useful to me, and she has proven to be quite useful indeed. Does this bother you so much?"

"She wasn't just a robot!" Kitty fires back. "She had a soul! That's practically murder!"

"Murder?" Kang says, lifting one eyebrow. "I hardly think that's the best term to describe what I've done."

"You wouldn't," Kitty hisses. "You're a monster!"

Kang sighs. "I can see that you're too excited to pursue this discussion further. I'll return when you're feeling more rational." He heads to the main doorway of the room, pausing before he steps out. "In the meantime, why don't you get reacquainted with your 'friend?' I'm sure you have much to catch up on." Chuckling, he leaves them.

After the door slides shut behind him, Kang indulges himself in a maniacal laugh. "Rage all you like, Miss Pryde," he says to the empty room. "The more you mistrust me, the closer you come to playing into my hands."

He approaches a thick pillar in the center of the room he's in. An array of monitors run the length of the structure from top to bottom and on all sides in a seemingly random pattern. Kang turns his attention to one of those screens, where a regal, middle-aged man clad in a large headdress and cape is shown resisting the warping force of a dimensional storm.

"Struggle, Immortus," Kang gloats. "The closer you come to escaping my trap the more I shall savor your final destruction!"

Once again, the warlord throws his head back and laughs, the sound echoing off the steel walls of the chamber.

* * *

The Xavier Institute

This particular common room is living room sized, meager compared to others in the mansion, but ideal for the needs of four young teenage mutants holding an emergency meeting.

Alana DuBois stands between the couch and the two chairs, supplanting the television's place as the central focus of the room. Her posture is animated, yet officious. "I can't believe Headmistress Frost fired Miss Pryde!" she says to her friends.

Scott Lightfoot bounces on the cushion of the wingback chair he sits on, looking frantic. "I can't believe she left!" he squeaks in his worried excitement.

"Believe it," Warren Epps tells them. He is lounging across the length of the couch, his body so slack he almost seems to have melted onto it. He looks at his friends bitterly. "If we hadn't been there, we wouldn't have even known until she was already gone."

"But she'll be back, right?" Ben Rice asked from his spot on the recliner. "I mean, she's only taking some time off, 'cause she's mad, right?"

"Yeah, right," Warren says mockingly. "Remember Professor Moonstar? Or Miss Sinclair? When has anybody run off by Headmistress Frost _ever_ come back?"

"Oh, no!" Scott says. The twelve year old almost launches himself off his chair with the force of his next bounce.

Alana glares at Warren. "Will you stop that?" she scolds him. "Miss Moonstar and Miss Sinclair weren't on any teams when they left. Headmaster Summers isn't going to let her leave the team, and he might even tell the Headmistress she can't fire Miss Pryde."

Warren crosses his arms. "Yeah, that's gonna happen," he says in a snide voice.

Alana's nostrils flare as she looks at her friend. She places her hands on her hips and says, "Well, you know what, it doesn't even matter if he does go along with it. She'll still come back, just like she did when the X-Men left her all alone in the Antarctic."

"Why'd they do that?" Ben asks curiously.

"Dracula's daughter made her a vampire," Alana shrugs. "It was the only way to cure her."

"That's dumb," Warren says, not noticing the hostile look his words elicit from Alana. "Why didn't they just get Dr. Strange to help or something?"

"Because he was busy fighting the Snarks, that's why," Alana tells him in an irritated voice, as if she were addressing a bothersome child. "Anyway, she won't leave as long as Mister Rasputin's still here."

Warren laughs in her face. "How do you know she won't just get him to move out with her?"

"Oh, _no_!" Scott wails, his eyes wide with alarm.

"Okay, everyone calm down!" Alana says, throwing her arms to her sides as if she were a referee holding back two boxers. "Look, we need to focus on the bigger problem here."

"What's that?" Ben says.

"Isn't it obvious?" Alana says, looking from one boy to the next in turn. "We need to figure out how this affects our plans to become her sidekicks."

* * *

"Ha!" Warren says, throwing his head back. He covers his eyes with one hand as he laughs again, the sound bitter and venomous.

"What's so funny?" Alana says.

"Don't you get it?" Warren tells her, dropping his hand away from his face. "Miss Pryde was _happy_ to leave. She couldn't wait to get out of here. You think she cares about us? Do you think she even noticed?"

Scott bolts from his seat, no longer able to contain himself. "She did, too!" the preteen insists. "You remember what she said in Murderworld, don't you?"

"Yeah!" Ben agrees.

"She was probably just humoring us, doofus," Warren says, rising so that he can sit forward as he talks to them. "That's what grownups do when they want us to _think_ they'll let us have what we want. She probably hasn't even noticed us trying to impress her."

"Then we'll just have to try harder," Alana insists.

"No!" Warren says rising to his feet, his face twisted in anger. "I watched her leave. I saw the look on her face, and I know what it means. It means she's only thinking about herself and she's _not_ coming back!"

"How do you know?" Scott shouts back.

"Because I've seen that look before!" Warren tells them. "Because that's the look-!" Suddenly Warren's voice cuts out and he takes a step back, as if he'd been punched in the gut. He turns away from his friends and in a trembling voice says, "She's never going to take us on adventures with her no matter what we dream up. If you guys want to waste your time hoping Miss Pryde'll come back, then go right ahead, but count me out!"

With that, the angry teen storms off before the others can see him savagely wiping at his eyes with one arm.

"Somebody stop him!" Ben says.

Scott starts to move to follow, but Alana cuts him off with a swipe of her hand. "No, let him go," she says.

"But we need him," Ben says. "He's our leader."

Alana's jaw drops in disbelief. "No, he isn't. _I'm_ the leader."

Ben blinks for a second, confused, until realization dawns on him. "Ohhhhhhhh," he says.

"So, what are we going to do, then?" Scott asks.

Alana thinks for a bit before a smile creeps across her face. "I know just the thing," she announces cheerily. "I was actually planning to wait until a special occasion, but this is an emergency."

"What is it?" Ben says.

"Follow me," the young teenage girl tells him, heading toward the room's exit. "I want to show you guys something I've been working on."

* * *

The paralysis beam maintains its restrictive effects on Kitty, but she stoically endures it as she focuses on Widget.

Widget, in turn, keeps its attention on Kitty, floating close enough to keep its impassive face from being mistaken as regarding something else in the room.

"Real smart, Kitty," the young woman thinks. "I'm all alone against, of all people, _Kang_, and it's my own proud, stubborn, fool-headed fault." She grits her teeth in concentration, ignoring Widget for the moment. "On the other hand, maybe I can turn that to my advantage. He thinks just because he's beaten the Avengers he doesn't have to worry about someone like me. This beam... it's preventing me from phasing, but if I can reorient to the right frequency..."

Beads of perspiration sprout on Kitty's brow, casting a sheen of desperation. Her eyes clench shut from the effort.

"C'mon!" Kitty's thoughts scream. "I can do this!"

Widget floats over to a control panel nearby, where a series of lights begin to flash a sharp warning. \You must cease this attempt,\ the robot tells her. \There are safeguards and warning systems incorporated with the paralysis beams. Any sign of an overload will alert my master to your escape.\

"Thanks for the warning," Kitty grunts, redoubling her efforts. "I'll know he's coming this time."

The beam flickers for a hair of a second. "Almost had it!" Kitty thinks. Her breath is coming in hoarse gasps, but she refuses to let up. On the control panel next to Widget one of the lights blinks red, and the beam flickers again, but not as a sign of weakening. Instead, a sudden bolt of electricity fires from the center and strikes Kitty, who, locked in place, can do nothing but scream as her muscles contract uselessly against the force of the beam itself.

When it is over, Kitty's head sags, her hair falling around her face in lank piles.

\There is also a new backup system which delivers a severe shock to the prisoner attempting to overcome the beam,\ Widget says helpfully.

"Hahh... Hahh..." Kitty gasps, her eyes slightly glazed with pain. "How innovative."

* * *

"Back to square one," Kitty thinks. She turns her eyes back to Widget, who continues to float a few inches above the ground, seemingly unmoved by the sight of Kitty's torment. "It doesn't help to see an old friend here, working for the monster because she doesn't even remember who she is."

After another moment of silence, a slow smile creeps along her lips. "But maybe I can change that," her mind suggests.

"Do you remember me, Widget?" Kitty finally says.

The robot remains still, but responds quickly to her question. \My records on you are accurate and up to date, Daughter of Pryde.\

"But do you _remember_ me?" Kitty repeats earnestly. "Kang can't have erased you completely. There has to be some glimmer of you buried deep within, and I'm going to find it."

\My memories are only those I have been programmed with,\ Widget replies.

"I don't believe that," Kitty says. "No file is ever completely erased. There's always a way to pull it back, and nobody knows your systems better than I do. All it should take is a good nudge to unlock those hidden memories."

Widget floats slightly closer. \Negative. The memories you refer to are not present in this unit.\

"We'll see," Kitty says with a smile. "You didn't start out looking like this way. You used to be a lot smaller."

_A bespectacled Kitty, at the tail end of her fourteenth year, sits in a darkened laboratory, intently studying a large, off-center metal egg with what seems to be a pair of large, bulging eyes. To a limited degree it somewhat resembles the face of Kermit the Frog. Its eyes are closed at the moment, and Kitty is rhythmically tapping the lower part of its "jaw" with a pen._

"I found you when Kurt and Rachel and I were a part of Excalibur with Brian and Meggan. We didn't have the slightest clue what you were, or how you worked, until it was too late. You accidentally absorbed some Phoenix Energy and sent us from one dimension to the next, until it almost seemed like we'd never get back home."

_Rachel stands, emblazoned with the Phoenix Force, the streaked hound marks clear on her face as she grimaces. Floating before her is Widget, still nothing but a silver egg with eyes, but this time its eyes are wide and alarmed, its jaw gaping and contorted as it absorbs the energy from Rachel. The little robot is frantically screaming "OhgoshohgollyohWOW!"_

"We sort of became... attached during that time, although I wasn't sure if it was because I was practically always with you or if we had formed some kind of bond like the one I have with Lockheed. Either way, you really took to me, and even built me one of the sweetest rides I've ever driven."

_In a barren, rocky desert, Kitty is gleefully admiring a shiny, silver sports car with Widget mounted on the hood like an ornament. The car has six wheels, a rear fin, two intake valves jutting out of the hood and a massive, exposed engine in the back. The car is sleek, roofless and absurd, but promises untold muscle and excitement. Behind them both is a battered looking passenger train._

o o o

"Of course, the trouble was, your nature was causing huge disruptions in the great dimensional continuum. You were reprogrammed several times, just like now, but that was also why we discovered something else about you: You have a life matrix. A real soul!"

_A skinny young mechanic with long spiked hair and a tiny bit of stubble holds a strange monitoring device up to Widget, whose chrome plating has pulled apart from itself and floats around a strange, soupy core of brown liquid and odd bits of junk. The man wears baggy pants, a greasy t-shirt and a pair of large shades with triangular lenses. He is examining the bits of Widget with curiosity and concern._

"It wasn't long after that when you started trying to build yourself a body, although your early attempts were a bit clumsy, to say the least."

_Widget's egg-shaped head sits atop a rickety metal body that comes to about the height of a normal man's hips. Its limbs are at uneven lengths and can do little more than keep itself upright._

But you surprised us all when you suddenly transformed into this body, especially since you suddenly stopped doing anything except hover like that. Alistaire and I spent hours trying to figure out what was going on."

_Kitty and Alistaire are together in a dark cavern with stalactites and stalagmites in the background. They are examining Widget, who is floating with its arms at its sides, seemingly unaware of their presence. Besides being motionless, the body is simply a dark, transparent mist, as opposed to the very lively activity contained within the Widget Kitty currently faces. Alistaire is holding a monitoring device that resembles a voltage meter and is wearing a powder blue sleeveless sweater over his dress shirt and tie. Kitty is wearing comfortable jeans and a pink sweater with random puffs of white stuck to it like little balls of cotton. Lockheed paces at their feet, watching Widget nervously._

But we never imagined that you'd end up taking all of us to the future, _Rachel's_ future, where we fought an entire army of Sentinels and you hacked into their central computer to reprogram them all into protecting all life. You defeated Ahab and ended the nightmare that always haunted Rachel. You were a hero!

_Kitty, Nightcrawler, Captain Britain, Lockheed and a desperate band of others in colorful costumes stand off against a force of Sentinels, firing massive cannons, blasters and whatever energies are at their command to stave off the attack while in the distance Rachel stands alongside Widget, her mind merged with the robot._

Kitty looks at Widget, who still shows no response. "Don't you remember any of that?" she asks.

\The events are stored in my data banks, but they are not my memories, Daughter of Pryde.\

"That's not true!" Kitty shouts, fully recovered from the jolt she had received earlier. "Don't you at least remember who you really are? You're Ka-"

Kitty's voice suddenly fails her. Her whole body blanches and she feels her heart sink to her feet while her hair stands on end. "Oh, my God," she breathes. "Oh, no. No, it can't be, it just _can't_! What has he done to you? To _her_?!"

* * *

The door to the room slides open, and Kang marches into the room with calm and authority. "I think that's quite long enough," the armored man says. He glances at the control panel and nods as if confirming something. "Especially since you seem determined to escape, and another attempt might harm you too much to preserve your usefulness."

"You liar!" Kitty shouts. Had she not been trapped by the paralysis beam she would have done so with her full body. "You monster! This isn't about M-Day. You've been planning this for years, haven't you?"

"Still defiant and spirited," Kang notes. "All the better." He presses a button on the control panel and the paralysis beam suddenly switches off. Kitty immediately drops to her hands and knees with a surprised groan.

"My muscles feel so stiff!" she thinks. "Everything feels like it's trying to constrict at the same time!"

Kang watches her stumble back to her feet with grim satisfaction. "Sensation will return to you soon enough, but I wouldn't entertain any further ideas of escape. There's literally no place to go. You would die wandering the mists of Limbo, along with all the other lost souls sent to this place."

"Yeah, right," Kitty manages to say. "I'm betting you can keep me from so much as leaving this room if you don't want me to."

"That's quite correct," Kang agrees. "I can force anything I wish on you here, and none of your considerable bravado or sentimentality will make the slightest difference. I choose not to as a sign of good faith."

"Right," Kitty says sarcastically, "To get my _cooperation_ in your little scheme. You say you don't want to conquer Limbo, but why should I trust you? What are you really planning?"

Kang smiles. "If the whole truth is what you want I will happily give it to you. Quite simply, by tapping into your powers and synchronizing them with those of my loyal servant, I will alter the interaction between our two Limbos so that they no longer work at cross-purposes."

"How?" Kitty demands. "It's their natures. How can you change that?"

"By merging the two," Kang says with a triumphant and determined snarl. "Once their essences combine, a new dimension will be born, and from it, the integrity of time and space can be monitored, controlled, and protected. By me. Why should I want to rule your Limbo, Miss Pryde, when it's so much more sensible to simply wipe it from existence?"

* * *

Kitty's initial response to Kang's announcement is a sharp gasp, though even she isn't certain if it was prompted by his willingness to freely reveal his intentions, or the magnitude of the plan itself.

"That's impossible!" she finally blurts. "You're talking about undoing Creation itself. It can't be done!"

Kang smiles. "So quick to dismiss. I was under the impression you were more scientifically curious. With the proper catalyst, any element can be transformed by the selective adjustment of electrons, protons and neutrons, producing larger molecules or entirely new elements. The principle is similar in what I propose."

Kitty remains unconvinced. "And when someone makes a mistake, bad things happen. Something of this scale like that could destroy all of reality, from one end of its timeline to the other. It'd be insane to even try!"

"I've made all the necessary calculations and you're welcome to look them over if you doubt my conclusions," Kang says patiently. "I am in no hurry to see this done, barring the chance of another rift in the timeline forming. You, on the other hand, would probably like to be on your way as soon as possible."

"But to destroy all of Limbo! It's…" Kitty protests

Kang shows a perfect lack of concern. "Would you miss it? Are you really so fond of that place, that you would regret its loss?"

"I have friends-"

"Those with the means will have ample opportunity to escape the transformation before it completes. I warrant those who remain will not be harmed regardless, so long as they can adapt to the new dimension's nature."

"And if they can't?"

Kang shrugs. "Again, how much would you miss?"

Kitty is silent as she mulls the issue over in her mind. Finally, she gives him her answer.

"Fine. I'll do it."

"Splendid," the warlord says.

"On one condition."

Kang glowers. "I don't recall inviting the subject of conditions."

"Life is hard, isn't it?" Kitty tells him. "You want my help, give me Widget."

"Out of the question. Your former teammate is far too valuable to me."

Kitty's lips turn up into the tiniest of smiles. "How about if I challenged you to a duel for her?"

* * *

Kang stares at her, looking truly surprised for the first time. Finally he places his hands on his hips and indulges in a great, booming round of laughter. "Oh, Miss Pryde, I was prepared for your nerve, but you exceed even my expectations!"

"Does that mean you accept?" Kitty says, sliding her feet into a more ready position, grateful to feel more sensation returning to her limbs.

"Of course not," Kang snarls, his laughter evaporating like summer rain off Manhattan pavement. "I've already told you I can simply take what I wish from you. I see no need to humiliate you further beforehand."

"Is that so?" Kitty says, lifting her hands. "I guess my information must be out of date. I've never heard of a time when you backed away from a challenge."

Kang's face betrays his irritation at her taunt. "You are as foolish as you are lovely, but if you insist, I suppose it is a swift enough way to resolve this. Very well, should you succeed, I will turn my servant over to your custody. If you should lose I will expect your full cooperation with no further complaint."

"Agreed. I guess this means you get to choose which weapons we'll be using, or did you want to do this hand-to-hand?"

"Please," Kang scoffs. "I would not stoop so low as to face a nothing like you personally." He reaches over to his glove and presses a small button near the wrist.

Suddenly the spacious room becomes much less so as a score of new arrivals materialize out of thin air. They are all warriors, alien in appearance from the savage to the robotic and everything in-between. They carry an array of weaponry and are draped in armor from every age of mankind and beyond. Each of them steps toward Kitty with bloodthirsty gleams in their eyes.

"That's what I have minions for."

* * *

"This way."

Alana leads Ben and Scott down an ordinary looking hallway of the mansion. The two boys are following close behind, but they are not behaving in an ordinary manner. Scott's eyes are all over the place, looking at everything as if he were a tourist at the Louvre. Ben, on the other hand, seems to be trying to retreat inside himself, jumping at the slightest noise and doing his best to keep his eyes lowered.

"Will you two stop gawking?" Alana hisses in irritation.

Ben crouches low, as if he intends to use Alana as a shield. "We're going to get into trouble!" he says in a worried voice.

Alana rolls her eyes. "Yeah, if you keep acting like that."

"We're not supposed to be here!"

"What are you talking about?" Alana says.

Ben darts his eyes back to her. "You know what I'm talking about. This is the _girl's_ dorm!"

Alana lifts one hand to her face, her fingers gesturing toward the ceiling as if she wishes to call down lightning. "This _was_ the girl's dorm, you ninny. Now that we've all been moved back into the mansion, the rules against boys being here after Ten don't apply."

"No, just the rules against being out of our Wings after Ten," Ben says, looking no less uncomfortable.

"I wish Warren were with us," Scott says absently as he continues to gape at his surroundings.

At the mention of the fourth in their group, Alana's face changes to a different kind of expression. One that still conveys annoyance, but tinged with concern as well. "He'll come around," she assures them. "We'll worry about him later, but Miss Pryde needs us _now_."

"So what are you gonna show us?" Scott asks, nearly bouncing with excitement. "Some kind of hypno-ray to make Headmistress Frost forget she wants to fire Miss Pryde?"

"Oh, much better than that," Alana assures him. "I've been working on something that will help us prove what a great teacher Miss Pryde is."

"Why can't you just tell us what it is, then?" Ben asks, looking impatient.

"Because it'll so much more fun to show you." Alana stops at one of the rooms, placing her hand on the doorknob. "We're here."

Turning the knob, she says, "When we decided to become Miss Pryde's sidekicks, I knew we'd need something that would make it official. Something every sidekick has to have..."

She pulls open the door, allowing the two boys to peek inside curiously, where they are shocked to discover...

* * *

"...COSTUMES!!"

Inside the room, hanging from a line strung across its length, are four colorful outfits exactly the right size for a group of young teenagers. Each of them is a smart white offset by an individual color. One has blue, one yellow, one red and the last is green. Hung the way they are, they reveal little more than their overall color schemes, but Ben and Scott have no trouble at all recognizing the uniforms as standard issue for superhero work.

"I made them myself," Alana announces proudly.

"OhmygodandeveryancestorNannaevertoldmeabout!" Scott squeals in a rush of words, running into the room. "This is the most awesome thing ever!"

Ben stares in near disbelief. "When did you-? How did you-? You _made_ these?"

Alana beams. "Uh-huh. I found a bunch of old costume stuff and used it, so you don't even have to worry about the material. It's all top-quality unstable molecules. That's what every self respecting hero wears, you know."

"Which one's mine?" Scott asks, barely able to contain himself.

"The red one," Alana answers. "Ben, the yellow one is yours, and mine has the blue." She stops and takes the white-and-green uniform down from its hanger and sets it down on the desk. "We'll show Warren his suit later," she says a little sadly, but quickly recovers as she looks at the other two boys with an expectant smile.

"Well?" she prompts. "Don't you want to try them on?"

Once quick change (in separate rooms) later...

The three of the stand together, admiring the way each other looks in the costumes Alana made.

Alana's uniform is simple and loose in design. It is mainly made of a white shirt with wide, drooping sleeves and a little skirt extension with front and rear flaps held in place by a thin yellow belt. Two layers of blue run from the neck and shoulders to cover her torso in a bodice-framing triangular plunge. The darker layer forms the neck of the suit. Beneath that is a simple pair of white pants worn with dark blue boots that reach almost to her knees. Her eyes are covered by a light blue butterfly mask, the sort that would be appropriate for a costume ball. In a sense she seems almost like a fairy ballerina.

Ben's suit is as evocative of modern armor as Alana's is flighty. The center is a solid white that extends from the shoulders all the way down to his feet. The sides and long arm sleeves are bright canary, as is the helmet he wears. A translucent blue visor obscures his face from the nose up, leaving only his lower face exposed. Thick plastic bracers widen from close to his elbow until they suddenly terminate at his wrist. A wide slot just above the back of each gloved hand hints at hidden devices inside each bracer. Emblazoned on his chest is a dark yellow circle with a straight line in the center, the design similar to a button, although closer scrutiny reveals the markings to actually be a zero and a one. Each hemisphere of the costume is segmented by a simple blue belt.

Scott is clad in a white shirt with a trim of deep red starting at each end of his long sleeves and sharply curving into an oval crest over his torso. Within this crest is a white insignia in the shape of a feather. The pants are checkered with thin stripes of red, making them look like they came from the Seventies, and the bottom half are ringed with red fringe. His shoes are practically slippers, thin red pads of fabric with little feather wings glued to the ankles. A dark red belt holds the pants in place.

On the belt of each uniform is a circular buckle with a stylized "K" in central prominence.

"These are the best costumes ever!" Scott blurts.

"I guess we really are a superhero team now," Ben says, his eyes wide with awe.

"Not yet," Alana says with a wide smile. "Now we need a name. We can't go running around calling ourselves 'Miss Pryde's Fan Club' or something stupid like that. We need something that really says 'Sidekicks,' you know?" Her smile deepens as she looks at the others, eager to begin the discussion.

"So. Any suggestions?"

* * *

Kang's countenance is the picture of indulgence as he watches his assembled warriors surround Kitty Pryde. "I just want you to subdue her," he says to them sternly. "Teach her a lesson in manners, but make sure she isn't too badly hurt. I want her alive."

Kitty shoots him a look of utter disdain. "You sure you don't want to add 'no disintegrations' to that list of instructions?" she asks. She cocks her head to the side, ever-so-slightly, acting as if nothing in the world could be more boring than the twenty heavily armed minions closing in on her.

Even as one of them, a burly man wearing a wolfskin and loincloth rushes eagerly toward her, Kitty refuses to even acknowledge her attackers. "Did your helpful double of me actually _tell_ you anything about me?" Kitty asks. The primitive warrior swings a heavy wooden club at her, the metal spikes protruding from it promising much more than the intent to subdue, but the crude weapon does nothing more than pass harmlessly through her.

"If she had, you'd know I was trained in combat by two of the deadliest men who've ever lived. I could probably tear these guys apart without breaking a sweat." A man in exotic looking camouflage armor dives at Kitty, seeking to tackle her by the waist, but only winds up grabbing air and eating the steel floor behind her as he encounters her intangible form.

Kang himself watches his time-scattered warriors strike ineffectually at Kitty and chuckles. "If you possess such battle prowess, why do you stand there, hiding behind your power like a frightened child?"

The taunt does little to incense the young woman. Nor does she offer any more regard to the men around her than she had in the first place. A towering gladiator wielding a net and trident attempts to entwine her in the coils of his rope lattice, but meets no more success than his predecessors. "A couple of reasons," Kitty says in answer to his question. "Because I challenged _you_ to a duel. Not them. This is just and insult. But more importantly because this is what my power is _for_."

She shrugs off another attack, this time from an enraged cyborg with a wrist blaster whose wild shot nearly takes out one of his fellow warriors. "I have the option to never raise my first against anyone. They can't hurt me, and by extension I have no reason to hurt them. I could spend the rest of the day just standing here and your elite guard here might as well be a cloud of gnats for all they'll do to me. I don't have to lift a finger. I don't _have_ to do a single thing..."

Without warning, Kitty's arm suddenly snaps up, and she slips her ghostlike fingers though the hands of a man chopping at her with a slim, razor-sharp rapier. His follow-through leaves him staring at his empty palm, while Kitty stands, her arm raised, holding the sword like a battle standard, looking like a sculpted goddess of vengeance. A Valkyrie in prime. Her face finally turns toward the enflamed warriors and her eyes burn with deadly calm and unbreakable focus.

"...until I feel like it."

* * *

Bending slightly at the knees, Kitty brings her arm down, the sword poised to strike the moment she chooses. Her expression is filled with the promise of pain. "Did she at least mention what a good dancer I am?"

Kang crosses one arm over his chest and creates a nest for the elbow of his other arm as he strokes his chin thoughtfully. He seems amused by Kitty's display. "Show me," he invites. Widget hovers silently by his side, ready to serve its master.

Kitty pivots on one foot and falls into a disciplined ballet routine. The sword follows her motion like an extension of her own arm, and as she gains momentum, what starts as an arc of steel grows into a ribbon and finally a helix. The flashing blade is impossible to follow as she hurls herself at the astounded warriors, who still seem to think she is little more than a lamb for the slaughter.

The first of her targets is a hoplite clad in bronze and armed with a spear. He thrusts at her, and the spear strikes home, but the tempo of Kitty's gyrations do not shift or slow. As she dances through the wooden shaft, her sword slices through it, cutting the weapon into a pile of small stakes, until she is right in from of the hoplite himself. He just stares at her stupidly as she slices her sword through him three times. He stiffens, but the cuts draw no blood. His skin is untouched. Instead, the straps that hold up his armor and shield fall away and drop to the floor.

Her work complete, Kitty dances on.

A lanky robot built of black metal and green plastic approaches, and Kitty vaults through him like a gazelle. Its protruding jaw takes a sharp left while the rest of it jerks to the right, and it collapses to the ground with a great clatter.

The remaining warriors are stepping back, trying to coordinate their attacks now, but their efforts prove useless. They can't impede her progress, and there are too many of them to effectively evade her.

She catches one by surprise when she uses his shoulders as a springboard to flip over him. When he tries to turn around he finds that he can't move. His thick boots have been phased ever so slightly into the floor, and when Kitty released him, both boot and floor became fused together. He is completely helpless when Kitty turns around and kicks him squarely between the legs. His eyes bulge and he lets out a pathetic whimper, but he cannot even fall over, so he wobbles for a bit before dropping to the ground, his knees bent at an awkward angle.

* * *

While Kitty works her way through his minions, Kang simply watches with a satisfied smile.

"Most impressive," he says.

From its place at his side, Widget looks on, coldly analyzing the battle. \Her combat style is unconventional,\ it says, a bit disapprovingly.

Kitty has managed to collect a second sword, this one a katana, and is now cutting a swath through Kang's men using both blades. Her cuts continue to do nothing more than destroy their arms and equipment, leaving their bodies unharmed until she kicks or punches them into submission.

"That's because she isn't fighting with the swords," Kang explains. "She's fighting with her power. Such precision. She is only allowing a small part of her weapons to remain tangible, cutting only what she wishes. I wouldn't be the least bit surprised if she were able to reduce the sharp edge of her weapon to the width of an atom. It's almost surgical."

\You could stop her any time you wished, Master.\

"Why should I want to do that?" Kang inquires. "This is what I was hoping to see. This is why I crave the thrill of battle. It will be a shame to lose a warrior with such natural promise."

Widget watches Kitty as she takes two warriors charging at her from either side. They hold their weapons through her center, shields aloft so that she cannot strike them, knowing that if she should solidify she will be pierced by their blades. She ignores this, spinning in place with a serene expression until she can swing one leg out. It passes through their weapons, their shields, and connects with their helmets, knocking them senseless. Stunned bodies have begun to litter the floor on Kang's stasis room.

\I do not understand,\ the robot says.

Kang gestures toward the battle. "Combat is an art. Seeing one's enemies fall before you is nothing short of a thing of beauty, and Miss Pryde here is unbound by the rules of combat. There are no laws of balance or range to restrict her. She can strike anywhere she chooses, at any time, using the very air as her personal arena. Only a fool would think her power is purely defensive. I believe this is the reason she is dancing. Had she never received a day's training in arms, she would still be every bit as deadly as what you are seeing right now."

Kitty has drifted close to the pair, and catches the last bit Kang had been saying. "No, that's not it at all..."

* * *

"...It was to distract you long enough for me to do THIS!" she finishes, hurling herself toward them, but her target is not Kang.

"Hate to do this to you, Widge," Kitty thinks as she phases through her former companion, "but this is the only way to keep Kang from succeeding with his crazy scheme."

The sensation of phasing through Widget's ghostly form is unsettling, but Kitty is prepared for that at first. Kang backs away, but does not seem upset by this sudden turn of events.

"What's happening?" Kitty thinks when her path through Kang's robot servant comes to an unexpected stop at the halfway point. She remains suspended there, eyes wide, while Widget quakes violently. "I feel like I'm being torn apart!"

Her face contorts in agony as she screams. "God, it hurts!" she thinks, and she begins to fade, growing suddenly transparent. Widget's mouth gapes open in a silent scream of its own, and it arches backward and stares, horrified, at the ceiling.

Kang erupts in sudden laughter. "Thank you, Miss Pryde, for doing exactly what I hoped you would. You have been most cooperative after all!"

"Ahhhhh!!!!" Kitty cries as is seized by a blinding pain that seems to last an eternity. There is a small, explosive burst of light that envelopes both her and Widget, and when it fades, only Widget remains.

\What? I'm... Widget!\ Widget says, looking at the silver stubs that make up its fingers. \What have you done to me?\

Kang presses a button on the control panel next to him and a new beam of light seizes the body of the robot. \No!\ it cries out.

"Are you really that surprised?" Kang asks, almost offhandedly. "I thought you would be aware that your friend is keyed to your specific life matrix. I merely modified it so that the two of you would merge the moment you made contact."

\You tricked me!\

"Not at all," Kang says. "I clearly stated I needed the combination of your two powers. And now I have them."

* * *

With a flick of his wrist, Kang's minions, the fallen and unharmed alike, all glow a deep reddish yellow. "None of you stood much of a chance," Kang tells them, "but I want all of you to double your training regimen nonetheless." So dismissed, the glowing figures vanish to whence they had come.

Kang turns back to his control panel and presses a few more buttons in rapid sequence. The floor around Widget opens to allow four pillars to rise from their chambers below. They are large, conical devices with slender crowns and numerous protrusions which hum with energy or bear a host of blinking lights. When they reach the extent of their rise, several feet above the top of Widget's head, they lock into place with a loud "PRANG!" and bolts of electricity start to arc from one tower to the next.

"I appreciate your enthusiasm, Miss Pryde," the time-traveling conqueror tells her. "I expected it would take much more prodding before you obliged me."

\You have to stop! If you're wrong--!\

"There is none who understands the Timestream better than me," Kang snarls. "It _is_ a shame to do this, however. You would have made an excellent Anachronaut, and it will be a shame to lose Widget, who has proven to be a loyal servant. But for the greater good, certain sacrifices _must_ be made."

\No!\

"Enough of this!" Kang hammers his finger down on the control panel and activates the device surrounding Widget. The electricity suddenly blooms together into a spider web of lightning, creating a thin egg matrix around Widget. A moment later the egg, and everything inside it seems to implode. Kitty feels every nerve catch fire, and the scream she bellows through Widget's voicebox is disturbingly human. Kang ignores her, and looks at the monitor while his entire palace trembles as if a massive earthquake were rocking the earth beneath them.

Kang watches the status displays with eagerness. "It's working!" he announces with a satisfied pump of his fist. "The tethers between the dimensions are starting to weave together!"

As if to prove his claim, a small demon suddenly appears in the room, shrieks in agony, and disintegrates right before their eyes. The air around them warps and buckles, distorting everything in sight.

Kitty can no longer see the room. Everything around her is a swirl of pink, green and grey, a whirlwind of dimensional mist. Through the haze of pain, Kitty feels her senses begin to clear. "I can... see someone," she thinks.

* * *

Kang's smile fades. "There's something interfering with the power gestalt. But that's impossible! My calculations-" He types into the control panel, studying the readouts intently as he tries to ferret out the cause of the problem.

One of the towers shoots of a spray of yellow sparks.

"There's something else in your life matrix," Kang says, looking sharply at Widget. "You're soul is saturated with it! It's overloading the convergence!"

The other towers spark as well, but Widget shows no sign of noticing.

Kitty looks more closely at the figure in the mist. It appears to be a tall man with a large headdress. "He's reaching for me," Kitty thinks. She stretches her arm out, her fingers groping toward the figure. "I can almost reach-"

Kang has abandoned the control panel and is desperately following the outer walls of the room, throwing switches wherever he finds them. "I've been deceived! The witch will suffer when I find her! But first I must shut the machine down!"

With the last of her strength, Kitty extends her arm as far as it will go. "Almost..."

The tips of her fingers touch the cool gloved fingers of the man reaching toward her, and suddenly she is bathed in light.

Inside Kang's palace, in the room he is desperately trying to cut the power to, a new man appears. He is middle aged, wearing a dark green outfit with yellow gloves, purple boots and a flowing purple cape. His stiff collar rises behind his head like the wings of a stingray, and his flat headdress leaves nothing but his face exposed. A large yellow crest holds his cape in place, and etched into it is a sunburst symbol.

"IMMORTUS!" Kang cries out in surprise.

"Indeed, Kang," the man says, extending his hands and firing a bolt of blue energy at the Conqueror.

"Yearrgh!" Kang cries out, and crumples to the ground.

Immortus passes his hand across the room and everything grows still. The air returns to normal, the sparks cease, and the ground no longer shakes. "There. It has ended."

* * *

Widget floats out of the smoke, looking distressed. \What happened?\

Immortus turns to look at the robot. "Thank you, Katherine Pryde. You have enabled me to escape a most clever trap laid by my younger self. Had you not intervened I would have been torn apart as the two Limbos merged."

\Have they-?\

Immortus shakes his head. "The boundaries between the dimensions remain firm. Kang's plan has failed." He looks at the body of metal and mist before him and says, "And now, if you will allow me to set things right for you..."

He extends his hand toward Widget, and another ray of energy erupts from it, this one red with specks of black. The ray envelopes Widget, and the image of Kitty's figure becomes superimposed with it. Slowly she slides away, becoming opaque in the process, until she drifts gently to the ground.

Kitty falls to her knees and gasps for breath. "I love computers..." Kitty wheezes, "But that... that was a little _too_ interactive. What happened, anyway?"

Immortus gives her a faint smile. He glances at the control panel, reading the current display and says, "There is something in your life matrix that is not a natural part of you," he says. "A shard of something. Kang did not account for when he devised his plan."

Kitty lifts her head, confused and wary. "What are you talking about? A shard of what?"

"I do not know-" Immortus begins to say.

"MASTER!" Widget cries. The robot suddenly takes hold of Kang and says, "I shall help you escape master!" Widget's pulsing warp effect nearly blinds Kitty, and she is forced to shield her eyes with her hand. When the burst fades, the two of them are gone.

"No!" Kitty shouts, rising to her feet. "I need Widget! She's the only way I can get back home!"

Immortus looks at her again and strokes his dark beard thoughtfully. "You have nothing to fear. I am still indebted to you. I can easily arrange your safe return as soon as you wish."

"Good," Kitty says, her face growing serious. "I need to get back to Earth _now_."

* * *

The kitchen in Louise Somme's apartment is silent. The refrigerator door has been closed, and there seems to be no evidence of the attack that led to Kitty's disappearance. In a blink, Kitty magically appears next to the freezer, her body tense and her head tilted upward. Her eyes are wide, but she announces "I'm back!" as soon as she appears, though it is not certain if she says this for Lou's benefit, or her own.

Regardless, Lou immediately pokes her head into the kitchen. "So you are," she says mildly. "What happened?"

"My double tried to get rid of me," Kitty says. She looks at Lou, who is still dressed in her sleepwear, and says, "We have to go back to the mansion. Now."

Lou seems taken aback by Kitty's fervor. "But you..."

"I'm okay," Kitty assures her, rushing out of the kitchen, "but they're in danger. All of them. Especially Peter."

Following Kitty, Lou looks around for something to wear. "I will only need a moment, but how do you know this?"

Kitty's lips tighten and her eyes glint with resolve. "Because she's going there. My double..."

Somewhere in Salem Center, inside the bedroom of a small apartment, a young woman who bears a striking resemblance to Kitty preens in front of a full length mirror. She is wearing a modest outfit of jeans and a green t-shirt, and hanging from a hook on the door behind her is a long, black robe. taped to the high corner of the mirror is a wallet sized photo of Peter Rasputin.

"...And now I know who she is."

Next: Proving Grounds!

* * *

Notes:

This issue takes place sometime after Civil War: X-Men #4.

The Anachronauts were elite warriors who served Kang during the "Citizen Kang" arc that ran through several Avengers and Fantastic Four related annuals.

Widget's most recent appearance at the time of this writing was in the service of Kang during the Excalibur: Sword of Power mini.

* * *

**THE CAT'S MEOWS**

**Sorry, but who is Kang? I'm not quite familiar with that character. Glad you updated so soon.**

**Kitty Rasputin**

Thank you! This latest one took longer than I expected, but I definitely wouldn't have left you hanging on the kind of stand-up guy Kang is! Also I wanted to give a proper "thank you" to you because your question is what gave me the idea for this latest cover image, and it has already become one of my favorites.

**Okay, this is cruel.  
**

**Having spent the better part of the day indulging in this wonderfully written set of stories, I reach Chapter 11 to find that...it's not finished yet! **

Moreover, it's ended in a cliffhanger so intense that I shall be thinking about it until the next chapter appears, wondering just what's going to happen next.

Looking forward to the next issue with great anticipation!

**Sue Penkivech**

Thanks, Sue! I do enjoy tossing in the occasional cliffhanger. Can't help it, really it's just too fun! If I'm fortunate (and if Marvel doesn't kill Kitty or otherwise remove her from active adventuring) I'll be able to continue writing these for a long time, making it an ongoing title in the truest sense. If not, well, I have other idea kicking around in my head I can turn into fics someday.


	13. Proving Grounds

* * *

The Adventures of Kitty Pryde

Issue 13, November 2006

Cover image: Close-up of Colossus from the shoulders up, transformed into his steel body and with a stoic expression on his face. Standing on his left shoulder is a small Kitty Pryde wearing a skin-tight devil costume, complete with horns, tail and pitchfork. She is just tall enough to reach his ear, and is bending over to coyly whisper into it. On his right shoulder is a storage trunk, which is apparently being jostled from within, while several "THUMP" sounds erupt from inside.

* * *

The Amazon

One week ago...

Thick foliage is everywhere. Hardly any light seeps through the tall trees as they spread their branches in a leafy web, each weaving into their neighbors. Below, thick ferns hang like giant umbrellas torn and thrown aside by careless fey. They cast ominous shadows of their own, such that it is easier to see far in the distance than things only a few feet away. It is a picture of both beauty and dread.

Hidden under the cloak of green and shadow, the hint of stone struggles to remain hidden to all but the sharpest of eyes. For those gifted few, a closer inspection reveals a small temple, wrapped in vines and spotted with moss. Heavy blocks frame an entrance, each one engraved with images of ancient mythical creatures , all with wicked, fanged smiles of glee. In most they are also shown tormenting one or two unfortunate people. Individually they are disturbing, but collectively they spell a very clear message of warning to any who approach.

A faint light can be seen just at the fringe, glowing from a point very deep within.

Inside, a tiny orb of yellow brightens the damp stone, casting wild shadows as it dances in a slow orbit around the head of a thin, almost gaunt man with a bored expression. He seems to be focused on the hall, eyes forward and undistracted. The orb follows his steps like a faithful pet, throwing a shifting progression of shadows across his face.

"Well, that only took three times as long as I expected it to," he says, his voice carrying a boredom to match his expression.

From behind him, a second voice answers. "_So_ totally not my fault..."

A few seconds later a statuesque young woman hobbles her way alongside him. The crutches she wears make a light clacking noise with every step. "...This place is, like, not handicap-friendly at _all_."

With a slight roll of his eyes, the thin man says, "You are fortunate my magicks hold the traps in this place at bay, Roseanne, or you would have far more immediate matters to complain about."

Roseanne blows a lock of hair away from her face. "Whatever. It's not like I don't have spells, too, ya know."

"Taught by me," the man answers, still looking bored.

The young woman makes a face, miming his words before saying, "Yak, yak, yak." Then her eyes become wide and she reaches one hand over to tug the man's sleeve. "Wait, wait! I see something!"

* * *

The hall suddenly widens into a large chamber. In the distance a greenish stone pedestal rises into the shadows. It is too far on the other side of the room to see clearly, but the man amends that with a quick flick of his wrist, sending the orb shooting across the room to hover around the object.

Atop the pedestal is a large statue of a creature with a squarish head and flat eyes. One upraised paw is carved alongside the head, as if in greeting. Ears protrude from the hairline and the hint of tail peeks from the side. It resembles a blocky, abstract ape of some kind. Below its neck is a golden amulet, held in place by a depression within the stone of the statue. The amulet is circular, with thick prongs at each side to weave a chain through. Spiral twists run the length of the main body, forming a pattern that resembles a sunburst, and at the very heart is a clear stone that sparkles under the light of the orb.

"That's it, isn't it?" the young woman says, a hint of wonder in her voice.

"The Sun Amulet of Nitupsarn," the man answers. "I had thought it only a myth." He approaches the statue carefully, almost reverently, his eyes fixed on the spot where the amulet rests. He holds one hand up to it and his eyes flutter shut. "I can feel the power flowing through it."

He reaches out and takes hold of the amulet. The splay of his fingers is just wide enough to clasp both edges with the tips. The amulet does not give easily. Centuries of rest has left it firmly wedged into the crevice, but with a determined twist and a yank, the man succeeds in wrenching it free.

"At last," he says, a fanatical grin playing across his lips as he cradles the amulet in his hand. "It is ours."

"Sorry, babe."

A well aimed crutch suddenly catches him on the back of head with a "Krak!" His eyes roll back and he collapses to the floor. His arm falls to the side, barely holding on to the amulet.

Roseanne braces her other crutch against the floor and lowers herself down so she can take the bejeweled artifact from him.

"No..." he barely manages to say. His tenuous grasp on consciousness prevents him from doing anything more than weakly protest.

"Finally," the woman says. She quickly withdraws a golden chain and strings it through the prongs. Slipping it around her neck, she smiles while the dust around her whirls about a sudden breeze. Her eyes glow red as she says, "I said I'd get her back someday, and now I can."

* * *

Roseanne floats in the air, held aloft by a cloudy swirl of red energy. Her outfit has changed into a strange, full-length robe of blue and brown with bright emerald patterns running along the thick trim. Her face has taken a grayish tinge and her hair flies wildly about her. The reddish glow in her eyes has brightened so much that wisps of smoke drift from the edges, and around one hand, clenched into a fist, is a crackling orb of purple lightning. While the man struggles to shield his eyes from his prone position beneath her, she laughs madly.

"I am so totally gonna go postal on that nosey schoolteacher, Kitty Pryde!"

Stan Lee does not present

* * *

Salem Center

Now...

The early morning is cast in bright pinks and purples as dawn struggles to make its presence known. The roads are mostly empty, which makes the speed Kitty is driving her car a little less blatantly reckless, but the roar of her engine shows that she is definitely a woman on a mission.

"You're sure?"

Inside, Louise Somme, the green-haired alien known as Anticipation, looks at Kitty with curiosity and does not seem the least bit concerned with the way her friend is driving. She is wearing pants and a pink, short-sleeved shirt and has one elbow draped casually out of the open passenger window.

"One-hundred percent," Kitty asserts. "It just hit me when I was talking to Widget."

Brrdt... Brrdt...

Kitty glances down at the cell phone at her side. "C'mon, pick up..."

"I trust your feelings about her identity," Lou says. "I am less certain she means anyone at the school harm."

Kitty frowns in thought, almost glowering. "She might not _mean_ any harm, but anyone who's gone through this much effort to take me out of the picture can't be stable. She wants to take my place, I _know_ it, and I don't want her getting anywhere near my students. Or Peter."

The green-haired young woman nods. "She'd be especially interested in him, wouldn't she?"

Brrdt... Brrdt...

With a returning nod, Kitty says, "I still haven't figured out why she wasn't after him the last time she tried to take my place, but I'll worry about that later. I'm just glad Rachel isn't here. She wouldn't want to see this."

"They had an attachment as well?"

Kitty is uncomfortably silent for a moment as she concentrates on her driving. "...Yeah."

"Very little about your life is simple, is it?" Lou observes calmly.

Kitty turns the wheel and the two of them lean to the right from the momentum. "That's just par for the course," she replies, picking up her cell phone and hitting the redial button. "I'm an X-Man, after all."

Suddenly Lou leans forward and switches on the radio.

//...expect the unexpected-// Kitty reaches down and switches the radio back off before the sentence completes.

))Emma!(( Kitty sends out her thoughts in a focused burst. ))Emma, wake up!((

Somehow sensing that Kitty is otherwise occupied, Lou leans back in her seat.

))Don't shout, Katherine,(( comes the irritated reply, ))and I am in no need of being awoken.((

* * *

Kitty pays no heed to the hostile edge to Emma's telepathy. ))I'm coming back, Emma. We have a problem.((

))No, _you_ have a problem, Katherine, and you've spurned every opportunity to address it. If you return to this school I'll expect you to bring an apology with you.((

Lou switches on the radio again.

//...can't wait to dive into your case-// Kitty cuts the radio off again.

"Lou, stop that."

Kitty grunts and pushes the accelerator down a little further. ))Would you knock it off? I'm being serious!((

))I appreciate that, Katherine, but Scott and the others have just returned from Nevada and I'm currently giving him a proper welcome. If you persist in bothering me, I shall project a _very_ detailed image of my activities. You might even learn-((

Kitty breaks the contact with a sour look and a gagging noise. "No _thank_ you!" she says out loud. "Damn it! Peter's not answering his phone, either."

Saying nothing, Lou nonchalantly turns the radio back on.

"Lou!" Kitty says, growing irritated.

//...X-Factor Investigations. Once again, that number is-//

Kitty's hands freeze just a hair from the off button. She glances over at Lou. "You could have just _said_ something, you know," she says, although her expression shows she appreciates what her friend has done.

She picks up her cell and dials a different number. Switching it to the car's speaker, Kitty sets the cell phone back down.

Brrdt... //X-Factor Investigations.// a voice pipes through the speakers. //Good morning, Kitty.//

Kitty turns an alarmed eye toward the dashboard. "Do I... know you?" she says.

//Caller ID,// the voice answers. //I'll wake Jamie up and let him know you need our help. You're going the wrong direction, by the way. You need to go to Greenwich Village. We'll meet you there.//

"How do you-?"

//Oh, and Kitty? I'm really sorry about your car.//

"Wait, what do you mean-?" The line cuts out just as a shadow falls over the road ahead of them. A sudden bolt of energy strikes the road from the sky, barely missing the right bumper, and Kitty swerves away from the crater left behind.

"Yaii!" she cries in alarm.

* * *

Another two bolts trace the sides of the car, and the wheels squeal in protest as Kitty frantically avoids them. "Who the Hell's doing this?" she screams.

"Right turn," Lou says, as if the whole thing were some video game she was watching someone else play from the couch. Kitty barely manages to pull the car in the proper direction to avoid another volley.

"Why didn't you warn me about the first attack?" Kitty says to Lou, almost accusingly, her eyes darting from left to right as she tries to catch a glimpse of their attacker.

Lou shrugs. "I knew it would miss us," she says. "Left turn."

Another bolt streaks past them. The car kicks up a spray of gravel as it ventures too close to the edge of the road. Kitty snarls and steps on the gas. "Time to find out who's taking shots at us."

Keeping one hand on the wheel, she leans her head out of the door, phasing through the metal and glass. When she looks up, she sees Roseanne, who is flying a good twenty feet or so above and slightly behind the car.

The former Highland-style dancer is now riddled with dark veins that run the length of her exposed legs, arms and face. Her hair is wild, like the bristles of a worn, overused paintbrush and her dark robe whips around her. An expression of frenzied rage twists her lips as she gleefully hurls another bolt at the car. "Hey, there Kitty!" she calls out. "How d'you like me _now_?"

For the second time in less than a minute Kitty finds herself saying, "Do I _know_ you?" It is all she can say as she tries to dredge up some memory of an encounter or record with anyone even resembling the maniac chasing them.

"Know me?" the woman fumes. "_Know_ me? You ruined my life! I should be, like, haunting your dreams or something!" She pulls her arm back and flings more bolts.

Kitty jerks her head back into the car and focuses on her driving.

"Did you find out why we're being attacked?" Lou asks in her lazy singsong voice.

"Road rage," Kitty says humorlessly and slams her foot on the brake.

* * *

Tires squeal in protest as the car abruptly reverses direction, the rear swinging wildly until Kitty can punch it forward and momentum helps the car right itself. A second screech accompanies the formation of a trail of skid marks while the car rockets ahead.

"Hang on to something, Lou," Kitty warns. "I usually do this kind of thing in the Blackbird."

The wild-haired woman chasing them comes to an abrupt, and even less graceful stop in the air, as though she is still growing accustomed to flying. "Kewl," she says, watching the car streak away, "But it won't save you." Grinning again, she flies after them.

Kitty's fingers become white-knuckle as she grips the wheel with added force, whipping from side to side to avoid the bolts of energy hurled by their unexpected adversary. "Of all the-" she growls. "Couldn't this have waited until tomorrow?!"

"She seems quite determined," Lou says, watching the woman gain on them through the rear view mirror.

"She says I ruined her life," Kitty answers. "But I have no idea who she even is."

"Tree."

Kitty glances over her shoulder to track where the subject of their conversation is. "What kind of villain name is that?" she says distractedly.

"No. Tree."

Kitty turns around just to see the road suddenly hook to the left, a massive trunk rising from a spot where the ground takes a sharp decline right where the roadline ends. "Crap!" she cries out and tries to turn the car away, but she's too close and moving too fast. She slams on the brakes and the car bucks wildly for a moment before hurtling over the edge and flying straight toward the tree.

* * *

As if the tree were merely a hologram, or a mirage, the car passes through the wooden monument as smoothly as light through a window. Velocity carries it further, floating through the next line of trees before gravity starts to take over.

"Take my hand!" Kitty yells to Lou, extending hers toward her friend. She keeps the other hand locked on the steering wheel, expending tremendous effort to keep the car phased. The electronic displays on the dashboard go haywire as the entire car's systems become disrupted.

The tall, muscular young woman shows no hesitation as she accepts the offer, but her face continues to have a serene, dreamy expression. "Ahh. This was very fun. Can we do it again sometime?"

The two fly through the roof of the car, which smashes into the next tree on the hill with a sickening crunch.

"Don't break contact, Lou," Kitty says as she works to level herself. "I'll airwalk us down and then we can- UNH!"

Lou also grunts in pain as a bolt of energy slams into both of them, throwing them apart and driving them into the ground with crushing force. The impact is brutal enough to knock them both out almost instantly, leaving their unmoving forms a few yards away from the smoking wreckage of Kitty's car.

Roseanne floats toward her fallen foes and erupts in a stream of wild laughter. "That's right! That's what you get when you stick your nose in stuff that's none of your business!" She descends to the ground and extends her arm toward Kitty, forming an "L" with her fingers.

"Lo-ser!"

* * *

"Why can't we just practice in the Danger Cave?"

Ben Rice, the student known as Abacus, glances nervously down the hall as he crosses the doorway into a small tunnel that is part of the underground sewer system. A walkway hugs the side of the tunnel, while a stagnant and shallow river of greenish-brown sludge rests in the depression next to it. The walls are slick with moisture and riddled with smaller pipes that run the length of the tunnel. Large metal wheels sprout from various spots on each pipe, to open or close valves as needed, though some are so rusted through it's doubtful they function at all anymore. Every step he and his friends make echo ominously.

"Because," Alana says in a long-suffering voice, "If Nori finds us she'll just make us leave anyway."

"It'd be even worse if Josh caught us," Scott agrees, his eyes roving over the more interesting contents of the sewer.

Alana and Scott are up ahead, carefully tracing a path along the walkway. They are all wearing the special costumes Alana made them. Giving the white material of her own costume a critical glance as she steps her way along the sewer, Alana quietly says, "Thank goodness for unstable molecules."

Scott is a bit more expressive in his own observation. "This place smells like Santo's feet," he says, getting a laugh from both Alana and Ben.

"Do you guys have any idea how many disgusting germs are swimming around in there?" Ben continues to fret.

Alana presses on, saying, "You're not going to get all 'Monk' on us, are you?"

"I'm just saying..."

"Oooh!" Scott yells. "I just saw the biggest slug ever!"

Ben sighs. "Are you _trying_ to make me throw up?

They proceed for a while longer, Scott forging ahead. They reach an archway with a relatively well kept chain door hinged to it. The door is slightly ajar, and a larger tunnel with walkways on either side is clearly visible through the steel mesh. Scott looks in both directions and the tunnel seems to go on forever, vanishing into dark shadows in the distance and branching off into even more tunnels at various points. "We're not going to get lost, are we?" he asks.

"No," Ben and Alana answer simultaneously. Ben finishes by saying, "I'll be able to calculate a way back no matter how far we go."

"He's like a walking GPS," Alana follows with an indulgent smile.

* * *

Once they are well inside the tunnel complex, Scott's enthusiasm begins to wane. "Is it much further?" he asks.

"Don't whine," Alana answers, "This is part of the training. We're looking for the places Morlocks used to live in. There'll be lots of stuff left behind we can use to practice with."

Scott brightens a bit at this. "Are we going to meet some Morlocks?"

"No," Ben says, though he looks doubtful. "They're all gone now, and you wouldn't want to run into them, anyway. They don't like trespassers."

Alana rolls her eyes. "Pfft. We'll be fine. Miss Pryde's their leader, remember? She beat Callisto in single combat and now they all do what _she_ says. Since we're her students, that makes us honored guests."

"But we're not her students anymore," Scott says sadly. "Not since she got fired."

"I keep telling you she hasn't been fired yet," Alana says. "We'll show Miss Frost and Mister Summers how great a teacher she is and she'll just have to change her mind."

"Why didn't you ever tell us?" Ben suddenly says.

"Huh?" Alana answers, momentarily confused.

"The costumes," Ben clarifies. "The training. All of it. Why keep it a secret?"

Alana pauses for a moment, and her eyes show a twinge of regret. "I wanted to," she says a little quietly. "I almost did, lots of times, but there're so many telepaths at the school. I didn't want them finding out about it. It's bad enough all the things Blindfold says when she gets near me." She shudders briefly. "It would have been too hard to keep it secret if we all knew."

"That makes sense," Scott says. "I guess."

"It worked, though," Alana says. "That's what's really important about this…"

In the distance, a shadowy figure peeks around a corner and watches the three teenagers, eyes cloaked in darkness.

"…Nobody knows that we're here."

* * *

Greenwich Village

The Café A Go Go has only been open for half an hour, but already has quite a few patrons lounging about at the tables or on the couches within. Others are in line waiting to make their orders or receive them.

Peter Rasputin walks inside, holding the glass door open for an elderly customer who is leaving with a cup carrier loaded with four steaming lattes. The tall Russian is wearing a short sleeved shirt and comfortable slacks, his hair neatly combed, though he has a weary look to his eyes. A few of the female customers, as well as a pair of baristas, glance up at his entry and give him an approving once over, but he takes no notice of this.

Scanning the seats, he zeroes in on a booth where a single person is seen, seated with her back to him. Brown waves of hair fall just below the shoulders, obscuring all else, but it's enough to prompt Peter to approach.

"Mind if I join you?" he says when he reaches the table. The words and tone are friendly enough, but there is an air of concern to them as well, a slightly cautious cast to his features. He seems to tower over the occupant he is addressing.

The woman shifts in her seat, turning to face him. Peter finds himself looking into Kitty's deep brown eyes. She is wearing a lemon colored t-shirt and black jeans. One slender finger is hooked around the handle of the small cup she has been sipping, a few wafts of steam drifting from the center of the warm coffee inside. She smiles upon seeing him. "Peter," she says warmly, "I'm so glad you came."

"Of course," he says, returning the smile. He slides into the seat facing her. "You should know I would not have refused your request. I've been worrying about you since yesterday."

o o o

"I'm sorry about that," Kitty says, her eyes slightly downcast. "I had to get away and think about things. I'm feeling better now."

Peter nods slowly. "That's good to hear. Scott's back from Nevada. I'm sure if you explained things to him we can clear up this situation."

Kitty takes her spoon and slowly stirs her coffee a little, her expression pensive. "Actually... I'm not sure it's such a bad thing, what Emma wants," she says.

Peter's composure slips a bit, his eyes growing wide at the pronouncement. "You can't mean that," he says.

"Of course I can," Kitty says, meeting his gaze. "I tried, Peter. I really did, but this isn't who I am anymore. I don't regret coming back, since it helped me find you again, but it's time for me to move on."

Despite the gravity of her pronouncement, Peter gifts her with a patient smile. "This isn't the first time I've heard this story," he tells her. "I believe you're being too hasty."

Kitty shakes her head firmly. "No, I've thought about this for a long time. This is what I want. I'm quitting the X-men and moving back to Chicago."

"I admire your persistence, but the X-Men need you," Peter says, folding his hands together. The gesture is unyielding, but he continues to look at the young woman fondly. "And how can you be sure you won't come back when the call comes, just like last time?"

"No, this time will be different," Kitty says, leaning toward him. "I couldn't stick to it last time because I tried to do it alone. That's why I asked you to come here." Taking a deep breath, Kitty gives her lower lip a little chew and then launches into her next words.

"I want you to come with me."

* * *

Kitty awakens to find herself bound against a wall by yellowish chains of energy that ring her ankles and wrists. Her arms are spread wide while her feet are pressed together, so that she somewhat resembles a prisoner strung up in a medieval dungeon. The wall behind her is mostly stone, but there are metal pipes close to her side and above her, metal grates beneath her feet, and copious amounts of moisture. To her right, Lou is similarly bound.

"You're awake," Lou says with a pleasant smile.

Kitty shakes her head weakly. "How long…?"

"Half an hour at the most," Lou tells her. "We appear to be in a subterranean complex of some kind."

Looking about, Kitty takes notice of how large the room actually is. It is three stories high, with a smooth ceiling of dark steel and concrete. There are walkways on each level, ringed with guardrails. Two sets of ladders allow access to each level. "Sewers," Kitty says with a wrinkle of her nose.

"Ah," Lou says. "Are you badly hurt?"

Kitty shakes her head. "No, I'm a little bruised, but that's it." She presses one hand against the glowing bar of energy trapping it, and finds she can go no further. "Can't phase out, though. I'm not sure if it's because of these things on our wrists or something else. Have you seen our friend?"

Lou looks perplexed for a moment. "Is this what friends do on your World?"

"I promise when this is all over I'll give you a primer on common expressions," Kitty tells her. "Pretending to be French is only going to let you get away with so much."

"Ah, this would be an expression, then." Lou closes her eyes and sighs. "She has checked on us once, but did not say anything. I did try to ask her why she is cross with you, though."

Kitty utters a quick, bitter laugh. "For all I know, it has something to do with _her_. Like with that ghost who was torturing Stevie. She's been putting this together for a long time."

"She must hate you very much," Lou says sadly.

"That's the part I really don't understand," Kitty tells her. "There's nothing I can think of that would drive her to act like this. But that won't stop me from doing everything I can to stop her."

At that moment Roseanne steps through a doorway into the room. "Stop _me_?" she asks incredulously.

* * *

"Hate to disappoint you," Kitty says dismissively, "but we were talking about somebody _important_."

Roseanne saunters further into the underground structure, her lips twisted in an indulgent smile. "Took you long enough to wake up. I didn't hit you _that_ hard. Wimp."

Kitty sighs, looking both bored and irritated. Glancing at Lou she says, "You know, I think I liked it better when Kang had me prisoner. At least he was an actual _threat_."

"Kang?" Roseanne says. "What's that? Some kind of orange juice for superheroes?"

"Give me strength," Kitty mumbles.

The mystic villainess places her hands on her hips and sneers at Kitty. "Look, I know you think you're all that, but I totally got the drop on you, and from where I'm standing, you're an even worse hero than you are a dancer."

"Dancer?" Kitty muses in a quiet voice. Here eyes grow wide as realization dawns on her. "You're that girl from the Highland Games!"

"Shyeah," Rosanne replies, rolling her eyes for good measure. "Took you long enough to figure that out."

"You have very unfortunate vibes," Lou abruptly says, meeting Roseanne with a level gaze.

"Eh?" Roseanne says, her attention shifting to Kitty's green-haired friend. "What're you talking about, freak?"

Kitty looks at her friend out of the corner of her eye, trapped between worry and exasperation. "Lou, not now, please..."

Lou, however, holds her piercing stare, her voice still light, but taking an ominous edge to it, as if she were announcing someone's immanent death. "The healthy flow of vibes is essential to both the body and mind. Disrupting that flow brings consequences that are as severe as interrupting the healthy flow of water. The human body is primarily composed of water, and many people fail to properly appreciate the full significance of this."

Roseanne withdraws a bit, her eyes having grown wide, her expression nervous. "For reals?" she asks quietly.

"Indeed," Lou says with a slight nod. "Your vibes are tangled up in knots, stemming from the introduction of a corruptive element," Lou says as she continues delivering her verdict. "It is unwise to invite these elements without the proper preparations." Lou's eyes narrow further and her final condemnation is spoken in words that cut like razors. "Is your desire to harm others so strong that you would do this willingly?"

* * *

"Shut up, you creepy psycho!" Roseanne yells, her hands balling into fists as she holds them in front of her. "I never did anything bad to anybody! Bad things happened to me!"

"Oh, sure," Kitty says sarcastically, still bleeding defiance and confidence despite her position chained to the wall. "Storming an entire stadium and trying to brain-fry a couple of kids was perfectly harmless."

"Everything would have been fine if you had all stayed put!" Roseanne hisses at her prisoners. "I was just trying to get fix a Valdez, y'know? And you went and screwed it up, you and all your mutie freak brats."

Kitty can't keep from rolling her eyes. "Well, at least it hasn't affected your charming, tolerant personality."

"What went wrong?" Lou asks calmly.

Kitty winces. "Here comes the origin story," she mumbles out of the corner of her mouth.

"I just wanted to be a great dancer, okay?" Roseanne asserts. "I've been in those competitions since I was eight years old. And I was good, too, but there was, like, always somebody better."

_A very young Roseanne stands on the second place platform, watching with envious eyes as another little girl is handed a first place ribbon._

"Eventually I started looking into ways to give myself a little boost." She notices the incredulous looks on Kitty's and Lou's faces and says, "So _not_. I'm talking about magic, not drugs. And just little spells, to improve my focus and send some luck my way."

_Roseanne, now in her teens, sits in a bedroom with Backstreet Boys posters and an explosion of pink paraphernalia in every corner. She is sitting cross-legged on her bed and studying a book called "Simple Spells for the Mystic Teen."_

"It worked awesome, and I was winning, like, all the time. But money got tight in college, and there was this incredible scholarship up for grabs, so I _had_ to win at the next games, but that's when things just went... kablooey."

_Roseanne dances on a stage that has suddenly collapsed under her. She falls and one leg becomes wedged between the two halves of the stage as they slide together, crushing her limb_.

* * *

"I thought my life was gonna be over after that. I was stuck in the hospital, and the bills meant I'd have to drop out of college. It was so unfair! I just started hating everyone and not caring if I ever got out of the hospital."

_Roseanne sits in her hospital bed, hurling her dinner tray at Pat, the dancer Kitty met at the games who had once been Roseanne's friend. Pat flees, looking hurt, and barely notices the thin man standing near the door. Bits of mystery meat and gelatin scatter while Roseanne yells, "Get out! I don't want to see anybody!"_

"And then _he_ showed up and changed everything."

_Roseanne is still in her bed, crying with her head in her hands, when she hears a voice say, "I might be able to persuade you to make an exception."_

_She lifts her face out of her hands and looks up to see who is talking. "Who-?" she asks in a quiet voice._

_The man standing before her is Lockstep, dressed in a simple business suit and looking both friendly and confident. "My name isn't important. What I have to offer you _is."

"_Get out, dork," Roseanne grumbles. "I don't need religion."_

_Ignoring her, he leans in and whispers into her ear. Roseanne's nasty look evaporates to be replaced by surprise, interest and temptation._

"He fixed everything. I could walk again. I could dance again. Life was good. But only for a day or two at a time. I needed a way to make it permanent. That's what I needed that sculpture for. And you had to go and ruin it."

_Kitty knocks Roseanne back with a vicious roundhouse kick while Warren Epps and Alana DuBois look on._

"_This_ is your tale of woe?" Kitty remarks, unable to keep her eyes from rolling. "_This_ is what drove you to evil? Tell me why this story doesn't end with you in jail."

"Pff, like a stupid wall of bars could stop us," Roseanne says with a roll of her eyes. "We got out. We found something better, and now I'm better, too."

"Hooray, you got an upgrade," Kitty says. "Should I call you Shepherdess 2.0 now?"

"Oh, no," Roseanne says, with a smile and a renewed glow to her eyes. "That's all behind me now. From now on you can call me… The Banshee!"

* * *

"Pick another name," Kitty says in a deceptively even voice. "You can't have that one." Her eyes lock with Roseanne's as she fixes her with a hard stare.

"Says who?" Roseanne says, startled by Kitty's sudden change in tone.

"It's taken," Kitty tells her.

Roseanne's lips twist up into a dubious expression. "So? Is it, like, trademarked or something? Because, seriously, that's rich coming from somebody who named herself after 'The Little Mermaid,' _Ariel_."

Kitty turns her head and looks off to the side. Her face becomes briefly somber. "It belonged to a teammate and friend of mine," she says, her voice tinged with sadness. "He died not too long ago, so show some respect."

"_He_?" Roseanne says in disbelief. "A _dude_ called himself Banshee?" She laughs scornfully. "I mean, come on, was he some kind of sissy?"

"Don't you dare!" Kitty fires back hotly. "If you have a problem with me, that's fine, but you leave the rest of the X-Men, _especially_ the ones we've buried, out of this!"

Roseanne gets right in Kitty's face and flicks the tip of her nose with one finger. "Or what?" she challenges. "You're not the boss of me. And in a few minutes you're going to be toast, anyway, so you can-"

"Unhand her, foul villain!"

Roseanne spins around, her eyes glowing with anger as she turns to face the source of the sudden interruption. Kitty's head also whips toward the voice, her jaw hanging with stunned disbelief. Lou simply smiles lazily.

* * *

Standing at one of the doorways into the chamber, Scott Lightfoot tries to strike an imposing stance as he points an accusing finger at Roseanne. His other hand is at his hips, so that he can better thrust his chest out in an imitation of manly might. The effect falls somewhat short of this, but the preteen seems not to notice as he continues with his bellowing challenge.

"Or suffer the wrath of… KITTY'S LITTER!"

Behind him, Ben Rice is crouched down and eyeing the room, absorbing the surroundings as best he can. "I thought we agreed on 'Cat's Shadows,'" he says distractedly.

"No, no, no!" Alana says from her own spot peeking over Scott's shoulder. "It's 'Pryde's Pride!'" she complains, looking vexed.

"Kids!" Kitty yells at them, the blood draining from her face. "Get out, NOW!!!"

Roseanne, however, just looks amused. "Omigod, are you guys for real?" the glow of her eyes vanishes and her cheeks puff up with barely contained laughter. "This is, like, the best thing _ever_!"

* * *

Roseanne throws a mean, indulgent smirk over her shoulder, completely disregarding any threat posed by the intruding children. "Score! Now I get to have my revenge on you _and_ your little brats. Whaddya think of that, K-"

Her voice catches in her throat as she catches sight of the wall, the mystical chains still sprouting from it, but Kitty and Lou gone. The young sorceress' eyes pop in disbelief, her mouth wide and convulsing silently.

"Where did they go?!?" she roars when she rediscovers her voice. Her eyes light up with magic and fury and the knots in her brow tighten with chilling intensity. "Where-?"

"Get her!" Scott yells enthusiastically, but Ben catches his arm, hauling him back.

"Wait!" Ben says urgently. "Get her how? We don't have any offensive powers!"

"We were going to practice that!" Alana tells them, using her power to shrink to the size of a mouse.

Roseanne whirls on them, her fists glowing bright as she begins a spell. "How about we, like, skip to the part where you realize it's hopeless?"

"How about you leave them the Hell alone?" everyone hears as a slender fist rams into Roseanne's face from the side. Roseanne drops to the ground, her knees folded up as she tries to lift herself up and scoot away from her attacker.

Kitty steps out of the wall in front of Roseanne, bringing Lou with her. Kitty looks grim and tightlipped, her fist still clenched tight and ready to strike again.

"My, that was a very interesting sensation," Lou says mildly, hardly noticing Roseanne as she glances back at the wall they are passing through.

"For future reference, if you're going to bind me with chains that I can't phase through, make sure they go _all the way_ through the wall. And for the record," Kitty says, stepping closer to Roseanne, "I don't really _do_ the whole 'damsel in distress' thing."

* * *

From Scott's feet, Alana looks up and urgently waves him toward her with her fingers, "Scott!" She cries. "Pick me up and throw me!"

"Huh?" Scott says. "Oh, yeah!" While he bends down to do as she says, Ben looks around in confusion.

"What about me?" the young mutant asks.

Alana gives him an impatient look. "Use your wrist launchers!" she says pointedly. "Throw me at her, Scott!"

As Ben lifts his arms to aim the gauntlets built into the costume Alana made for him, Scott draws his arm back to launch his diminutive classmate at their target.

"Don't!" Kitty warns, shooting them a stern look. It is enough to make them all pause mid-act. "I told you to get out of here!" When she glances back down at Roseanne, however, she has stopped trying to scoot away and now has one arm thrust forward, the hand rippling with half moons of blue energy that swirl about. Kitty's eyes narrow, but she freezes in place.

"Go ahead and do your freaky mutant thing," Rosanne says with a smirk, "My magic can still hurt you."

Kitty eyes the magic encircling her hand and takes another step forward. "I am _done_ with you..."

Rosanne stares, unable to believe that Kitty isn't intimidated. Then her face twists ferociously as she says, "What-EV-er!" and unleashes her spell.

Which promptly fizzles right in front of her. "What?!" she says, looking at her hand in confusion. "How did-?"

"Because your magic has a wavelength," a voice from the shadows says. Everyone turns toward the new arrival, shocked, worried, and in Scott and Alana's case, delighted. "I figured out what it is, and that means I can jam it."

"Warren!" Alana squeals happily from Scott's palm as the young man steps into view. He is wearing an ordinary outfit of jeans and a long sleeved shirt, his lower legs dark with moisture from his trek through the sewer. "I knew you'd come!"

* * *

Warren Epps, the student known as Shortwave, stands just inside the chamber, looking towards his friends with a wry expression. "Well, yeah. _Someone_ needs to keep an eye on you guys to make sure you stay out of trouble."

"A-hemmmmmm!" A voice from near Warren's feet says and he glances down. "Oh, yeah," he amends a bit sheepishly, "And Lockheed sort of insisted."

The purple dragon lights onto Warren's arm and gives the other children a close approximation to a scolding look. Scott, Ben and Alana, however, look happy to see him and cheerfully shout "Dragon!" in unison.

"Incidentally," Warren continues, with a slight note of disdain, "those are the _worst_ team names I've ever heard. Seriously."

Ben turns his attention back toward the adults, and his face pales slightly. "Uh, guys," he says, "The magic lady's sparkles are rotating at a different frequency than before..."

"Yeah, so?" Scott says in response, but Warren and Alana both have worried looks.

"It means-" Alana starts to say.

Roseanne points a glowing hand toward the assembled children, the crackling energy intensifying. "It means I found a way around your little trick, mutie!" she says.

"No!" Kitty shouts, grabbing her arm and placing the woman in a headlock. She hauls her back, clawing one hand over her face.

"Ahhh!" Roseanne yelps, startled. Her blast fires wild into the air, streaking toward the ceiling high above. It strikes the concrete with a deafening "BOOM!" and sends large chunks of debris raining down toward the children.

"Look out!" Alana screams. Ben, Lockheed and Warren dive out of the way, but Scott crouches down, covering his head with his hands, dropping Alana. In her compact form, Alana is nearly invulnerable, and has no need to fear the descending rubble. Scott has no such assurances.

"Scott!!!" Kitty hollers as she watches the ceiling fall on him in a pile of blocks and powder.

* * *

Kitty stares, horrified, at where Scott had been standing, her grip on Roseanne still unbroken. Even the sorceress seems stunned by the results of her misfire. Lou slowly approaches her friend, but still looks calm and unbothered.

The dust clears, revealing Scott, still standing and looking perfectly unharmed despite a large piece of concrete balanced on his head. He is looking up at it with a mixture of surprise and wonder. "Hey, cool," he says quietly.

"Scott!!" Ben, Warren and Kitty yell.

Alana, meanwhile, crawls out from a pile of rubble, her shrunken body completely coated in white powder. "Hey, don't mind me," she coughs as she tries to dust herself off. "I'm just down here, trying to get the taste of sewer dust out of my mouth."

Scott tilts his head back, and the piece of concrete crashes behind him, kicking up a smaller cloud of dust. "I feel kinda funny," he announces, almost to himself. When he moves his leg, the rubble moves aside as if they weighed nothing. "Hey! I'm strong now!" he announces.

While everyone is distracted, Roseanne glares up at Kitty, her mouth working silently, and she suddenly radiates a pulse of energy that throws her back. "You're right, Banshee's a stupid name," she says, rising to her feet.

Lockheed roars angrily, shooting a jet of flame at her, but it merely glances off the surface of a thin protective field she has conjured.

"Next time we meet, you can call me Vendetta!" With that, she vanishes into thin air, leaving Kitty, Lou and the rest alone.

"Is she gone?" Alana says, growing back to full size.

"I think so," Kitty says. She looks around, then runs up to the children. "Are you okay?" she asks, paying particular attention to Scott. "What were you thinking, barging in like that?"

"We... we were rescuing you," Ben says nervously.

Kitty shoots him a stern look. "Is that so? You are in deep trouble, mister. Every one of you. Detention doesn't even begin to cover it this time."

"No, we're not..." Warren calmly points out.

* * *

"...You can't punish any of us anymore. You aren't a teacher. Remember?"

Kitty stares at her former student in disbelief, one eyebrow lifting dangerously into her hairline. "Nice try, bub, but no dice. When we get back to the mansion, trust me, the Headmaster's going to hear _all_ about this, and by the time he's done, you're going to _wish_ I was still a teacher."

The four children lower their heads, looking crestfallen. "We already do," Ben says in a barely audible voice.

Kitty hesitates a moment. "What?" she says.

"We wanted to prove to Headmistress Frost what a good teacher you are," Alana says, a little more boldly than her teammate, her lower lip quavering slightly. "So she'd change her mind about firing you."

"Yeah!" Scott says, looking at Kitty in earnest. "We want you back!" He glances over at Ben. "Did you see me? I was strong!"

"You... did all this..." Kitty says, gesturing toward their costumes, "Because of me?"

"Uh-huh," Ben says adamantly, and the other kids nod in agreement. All save Warren, who is eyeing her warily and trying to look like he doesn't care.

Kitty lowers her head and shakes it, shielding her eyes with one hand. "When Emma finds out about this I am _never_ going to live it down. Even Logan's going to give me grief about it." Her head snaps back up and she shoots all the children a scolding glare. "Do you have any idea how irresponsible that was?" she tells them. "You could have been hurt! Or killed! Warren's right, someone obviously needs to keep an eye on you, and if Emma's to busy to take care of it herself, I guess I'll have to. I am marching all of your right back to Xavier's and telling her that I'm not going anywhere, whether she likes it or not!"

In the barest of whispers she adds, "'Kitty's Litter.' Oh, my God..."

The children look at her silently for a moment, then to each other, even Warren, and their faces split into grins. Scott quietly mumbles, "Isn't someone going to mention my cool new power?"

Behind her, Lou clears her throat. "A-hem."

Kitty looks at her, and her face becomes pensive. "Screw that," she says with a shake of her head. "They come first. _She_ can wait."

Lou shakes her head. "Not this time."

Kitty looks from Lou to the kids and sighs. "All right then. First, we're going to take care of something in Greenwich Village."

"Great!" Alana says enthusiastically. "Can we come with you?"

* * *

"No."

Peter's voice is flat, and his face is no longer friendly, though it still shows concern. He is giving Kitty a direct look that brooks no argument.

Kitty's face looks hurt and betrayed. "What?" she utters in disbelief. "But, how can you say that?"

The large Russian holds his gaze, never loosening his stern expression. "You are not Katya," he states.

She leans forward on the table, both hands flat as if she intends to vault over it. "I am! Stop talking crazy, Peter. I-"

"You are _not_. Do not lie to me or I will leave now." He starts to rise from his seat.

"No, wait!" The young woman remains tense, still leaning against the table pensively. Pete looks at her for a long moment, and, nodding, slowly returns to his seat. Finally, she relaxes, a resigned look on her face. "How long have you known?" she asks, following Peter's example and falling back into her own seat.

"Since you called and asked me to come over here," Peter says. "I have been... expecting you to do something like this."

Again, she finds herself at a loss for words, her fingers suddenly questing for the cup of coffee in front of her. Another pause brings her voice back. "Then why-?"

"Because I want you to stop," Peter explains. "Because I want you to leave Katya alone. I want you to leave her friends alone. I want to know _why_ you are trying to hurt her." His voice lowers an octave as he stresses the next few words, making them sound as much a warning as an appeal. "And I want to know who you really are."

"Who I really-? She chuckles quietly. "I'm surprised you don't know." She leans back, her face lost in wistful remembrance. "Do you recall when I helped you and the X-Men prevent the Brotherhood from assassinating Senator Kelly?"

Peter's eyes grow wide, then narrow. "You... you are Kate? Kate Pryde? From the future?" he says, now stunned himself.

"Close," she tells him, "So very close, but 'Kate Pryde' stops a little short of who I really am, Peter, my love. My full name is Kate Pryde-Rasputin."

She looks at him for a moment, to let those words sink in for the doubly stunned man seated across from her.

"I'm your wife."

Next: Kate vs. Kitty, the final showdown, guest starring X-Factor!

* * *

Notes:

This issue takes place right after Civil War: X-Men #4

Banshee was killed during the X-Men: Deadly Genesis miniseries.

Kitty was briefly known as Ariel after persuading Xavier not to "demote" her to the New Mutants. It was, in fact, the codename Xavier originally suggested for her (and has nothing to do with The Little Mermaid).

Kate Pryde-Rasputin first appeared in the famous "Days of Future Past" story, and was last seen as a spirit inhabiting the body of Widget.

* * *

**THE CAT'S MEOWS**

**Just wanted to say that I've spent the past few days reading this story, and I think it is fantastic. I am eagerly awaiting the next instalment. I especially like how you've woven elemnts from the past (Rebel Kitty, event in Excalibur and her early years on the team) with current events (Civil War, the whole Shi'ar deal, M Day)into your own, nicely plotted story. I personally can't wait to see what happens with the double.**

**Naitch**

Thank you, Naitch! Kitty's past will always be an important element of this series, and whenever I get a chance to incorporate what Marvel's doing, I'll build it into the plots.

**Thank you for finally updating. I've missed this story. Also, thank you thank you thank you for bringing back Widget! It's been an underrated character for too long. I'm glad to see Widget finally back where she belongs. One question, though. What was Kitty going to call Widget? She almost said a name before she decided to hold back. What was it?**

**Kitty Rasputin**

Thanks, Kitty! Sorry this one took so long. I'm a big fan of Widget, too, and it's sad that they've not only seemingly abandoned her, but left a host of unanswered questions as well. As to what name she was going to say, well, Poor Peter now knows...enever I get a chance to incorporate what'The Little Mermaid).

**There was Kang. And Widget. And cross-time caper allusions. And...Widget! And allusions to Black Sun (which I liked, even if no one else did). And Limbo, and...**

**It's Cat, isn't it? Somehow. Because all times in Limbo are one time, and so there's always one there somehow, from before she died...**

**Okay, it's a guess. But it fits the hints, I think!**

**Sue Penkivech**

Very close, Sue! And who knows, Cat may make an appearance, herself, eventually. Thanks for the nice review!

**Who is it? And is she going back? You evil, evil person! Also, when do the others return. (I'm not really all that farmiliar with the Civil War story arc.)**

**Protector of Canon2**

Thank you, Protector! Glad you're enjoying the story! To answer your question, the X-Men largely remained neutral for the Civil War, but were briefly dragged into it when the 198 were 'rescued' from the questionable sanctuary of Xavier's.


	14. A Long Way From Home

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others._

* * *

The Adventures of Kitty Pryde

Issue 14, December 2006

Cover image: Two Kitty Prydes are in the foreground, locked in a desperate struggle, but one clearly has the upper hand. She has the other one pressed against the dark pavement of a nondescript city street, pummeling her savagely. Her opponent is bruised and bleeding, eyes clenched shut and mouth in an open-lipped grimace. Her attempts to claw at her attacker's face and push her away are proving ineffective. In the background Strong Guy, Wolfsbane and Monet struggle to restrain an anguished Colossus while the rest of X-Factor, Lou Somme, Lockheed and Kitty's students look on, most with worried expressions.

* * *

From the window outside the Café A Go Go, they look like an ordinary couple, having an ordinary quarrel. A passing stranger would hardly spare them a second glance, except perhaps out of curiosity. 

The man is wearing a short-sleeved shirt that struggles to contain the thick muscles that bulge beneath the fabric. He towers over his companion, though she does not look the least bit intimidated by this, or anything else about him. Nor does his posture suggest he intends such a reaction. His jet-black hair is trimmed short and falls neatly about his head, the square cut of his jaw serving as a solid counterpoint. Most striking of all are his liquid blue eyes, which project as much hurt and worry as they do antipathy and frustration.

His companion is younger than him, with soft features that belie her more aggressive bearing. She is wearing a lemon colored t-shirt and black jeans. A rounded face is the canvas for smooth waves of shoulder-length brown hair and a gently curved chin. Her deep brown eyes are fierce, intense, almost threatening, yet seem dead and numb at the same time. Her lips are thinned to a stiff line as they press against each other severely.

Both parties look tense and weary, as if the argument has persisted well beyond the point either wanted it to go.

She places her elbows on the table and shakes her hands toward him as she speaks, her brows drawn deep toward the point between her eyes. The man has one hand resting on the table, but the other is gripping the edge, tense enough to cause worry that the thick wood may snap between his fingers.

He leans in and says something of his own, his expression turning harsh, and she draws back, looking suddenly uncertain, almost pained. She looks away for a moment, gazing deeper into the café.

Turning back toward him, she says something through clenched teeth, and it is his turn to look shocked and wounded. He stiffens and averts his eyes from her, his lips curling into a tight frown.

The reaction gives the young woman pause, and worry supplants the grim arrogance and fierceness that had been there before. She calls to him softly, questioningly, but he does not respond. When she reaches across the table to touch his hand, however, he abruptly withdraws it and rises from his seat. A moment later he is gone, leaving her alone at the table.

The worry grows to something approaching panic, and she too stands, except she moves toward the window. A couple strides takes her through it, only she does not disturb the glass or the building and framework around it. She crosses the threshold with no more contact with it than a ghost. Midway into the space outside the café, her head angles to the left, facing the entrance, and she says, "Peter, wait!" in an almost desperate voice.

* * *

The glass door swings shut as Peter Rasputin stalks away from the coffee shop. "We are done here," he growls, turning his back to her and taking rapid steps down the sidewalk. 

"But if you would just _listen_!" Kate desperately calls back to him, quickening her pace as she hurries after him.

"I have heard enough," he fires back over his broad shoulder. "I must return to the mansion and find a way to undo what you've done."

Kate manages to catch up to him and grabs his arm, tugging ineffectually at it. "I did it for you!" she pleads.

"That is a lie," Peter says wrenching his arm free. "And a cruel one. You did this for yourself, and I pray for your sake that Katya is unharmed."

"Forget about her!" Kate cries out, throwing herself in his path, which is enough to bring him to an abrupt halt, though he looks close to shoving past her. "She doesn't love you! She will never love you the way I do."

Peter's words are barely audible from the effort he puts into not raising his voice in anger. "The man you love is a shadow from a future that doesn't exist. I do not even share the same name with him."

"That doesn't _matter_," Kate insists, holding her arms open in an appeal for his attention and patience. "Whether your name is Nikolievich or Alexandrievich, you're still my Peter."

"I am _not_," he repeats, his eyes hard as flint. "I don't wish to harm you, Kate, but I will not let you keep me from Katya any longer."

"But-"

"You heard the man…" someone says from behind.

* * *

At the end of the block, standing with feet apart, almost as if she were ready for a battle, is Kitty Pryde. She is wearing a pink, short-sleeved shirt, and her light pants are still slightly damp near her shoes from the trek she'd made through the Morlock tunnels. One arm is at her side, balled into a fist. The other is raised, one finger extended as if she were summoning a waiter at a restaurant. She glares at her double with righteous fury. 

"…now get the hell away from him."

Stan Lee does not present

**A Long Way From Home**

* * *

"Katya!" Peter exclaims, stunned and relieved at the sight of her. 

Kate looks equally surprised, but not the least bit pleased. "You! You're supposed to be-"

"Dead?" Kitty supplies, crossing her arms. "I'm afraid I don't keel over quite that easily." Glancing up at her teammate and love, she adds, "I'm happy to see you, too, Peter. You have no idea."

"I wasn't trying to _kill_ you, you moron," Kate sneers. "Just get you out of the way."

Kitty takes a step forward and levels a warning look at Kate. "So you could steal my life," she says bitterly. "_Again_. Didn't work this time, though. I'm going back to the mansion, now, and I'm taking Peter with me. You might want to find somewhere else to _be_."

"No," Kate says, placing one hand on Peter's arm, and he freezes mid-step. "I think you should _stay_."

Peter strains to resume motion, but he is locked in place, trembling from his useless efforts. "I can't move! You... You've _phased_ me?!"

"You got it," Kate says, leaning closer. "Remember when she did this to you on Muir? How did it feel to have the only person in the whole world that you still trusted betray you?"

Peter's teeth clench together. "I was not well back then," he responds. "She did it because she cared enough to help me."

Kate's eyes flick toward Kitty and her sneer gets wider. "Really? Is that why she forgot all about you as soon as you went back to the Acolytes? Is that why she fell in love with another man?" She slides her other hand up his chest as she tilts her head enough to look directly into his eyes. "I was always true to you. My heart never wavered, from the moment we first met."

"Let him go!" Kitty shouts angrily. "I'm warning you!"

Kate turns back to face her, maintaining her grip on Peter so that he can't escape. "Why should I be worried about that?" she asks mockingly. "What are you going to do, all by yourself?"

A deep, pleasant voice rings out from behind the corner Kitty's standing next to. "If there's one thing I'll definitely never get tired of..."

* * *

"...it's a good entrance line." 

Guido Carosella, the mutant known as Strong Guy, steps out from around the corner, followed by his teammates on X-Factor; Monet, Siryn, Jamie Madrox, Wolfsbane, Rictor and Layla Miller. Close on their heels are Kitty's students; Ben Rice, Alana DuBois, Warren Epps and Scott Lightfoot. Last to emerge are Kitty's friend Lou and, swooping in from above, Lockheed, who lights upon Kitty's waiting arm.

"You were saying?" Kitty asks, one eyebrow arched pointedly.

"Hmpf!" Lockheed adds, firing twin puffs of dark smoke from his nostrils.

They stand together, crowding the sidewalk and nearby curb with their numbers. Even though five of them are little more than children, the combined threat they pose just by confronting Kate as one is impressive. While Kitty's students look concerned and doubtful, the others wear expressions that range from impassive to intimidating. To any sensible person it is a sight worthy of giving pause.

"You think this changes anything?" Kate says with a crooked smile of confidence. "It doesn't matter if you bring every last mutant on Earth, none of you can stop me. Don't you get that?"

Siryn leans close to Jamie and from the corner of her mouth says, "I could probably stun her with a sonic lance."

"Let's hold off a bit on taking the offensive," he tells her and then moves to stand next to Kitty. "Her powers are exactly like yours, aren't they?"

"Not exactly," Kitty admits grudgingly. "She can do things I have no idea how I'd even begin to try."

"I still don't understand," Ben whispers to his friends. He, Scott and Alana are still wearing the sidekick costumes Alana had made for them. "Is she really Miss Pryde or not?"

Alana gives him a long-suffering look. "She's from the _future_," she explains patiently. "She came here chasing Fitzroy through the timestream and stayed to help find the traitor amongst the X-Men."

From her spot next to Warren, Layla Miller tilts her head towards the other girl and says, "Are you _sure_ about that?"

"Yup!" Alana says, puffing up her chest proudly. "I'm Miss Pryde's biggest fan. I _know_ stuff."

"Okey-dokey," Layla says with a smirk, looking like she's trying very hard not to burst out laughing.

Little Scott, however, looks distraught as he watches the confrontation. "It's not fair!" he moans. "Why do they _both_ have to like Mr. Rasputin?"

Monet stifles a yawn. "How boring," she states. "Like a bad soap opera. It's pathetic, really."

"'Tis madness!" Wolfsbane asserts, almost snarling through her lupine features.

Guido shudders. "It's scary, if you ask me."

"It's friggin' _hot_!" Rictor says eagerly, delight clear on his face.

* * *

Peter turns his eyes to look down at Kate, unable to do much more than that while she has him phased. "You should let me go, Kate," he tells her. "If you are trying to convince me of your good intentions, this is a poor way do it." 

Kate shakes her head sadly. "Peter, please... It isn't like that."

"You used to be an ally to us, Kate," he says, the comment sounding as much like an accusation an appeal. "What happened to you?"

"Kang happened to her," Kitty interjects, trying to sound more reasonable now that the confrontation had reached something of a standoff. "Whatever he's done to you, Kate, we can help you."

Kate laughs scornfully. "What he's _done_ to me? Kang did me a favor! He created this new body for me, a perfect copy of yours, right to the smallest detail."

"You struck a deal with Kang?!" Kitty asks in disbelief. "Why would you even consider such a thing?"

"Oh, please," Kate says dismissively. "I bargained with The Phoenix to save Rachel. Do you really think someone like Kang would bother me in the slightest?"

Kitty shoots her a look that is both quizzical and scandalized. "Well, yes. Seeing as he's evil and all."

"So? All he wanted in return was Widget, and I was more than happy to give her to him. It was a mercy, after the way all of you abandoned me."

"We didn't abandon you!"

Kate sniffs in disdain at Kitty's words. "You think so? While you and the rest of Excalibur went back to your time, I spent decades, maybe even centuries wandering through mine. Even Rachel didn't stay. My memory was still fractured. I sometimes went whole years without knowing who I even was. I might have forgotten entirely, if it hadn't been for the graves of everyone I ever cared about to remind me. When Kang found me I was only too glad to make a deal with him."

"That long?" Kitty says in disbelief, paling slightly. "Kate, I didn't know. None of us could have known that, but I understand what it's like to lose the people you care about-"

Kate snarls at everyone facing her. "You have no idea what it's like! You've never had to see _everyone_ you love and care about die and know they won't be coming back. You've never had to tell yourself that you are the last X-Man there will ever be. You've never..." her voice cracks with a sob of rage. "...you've never had your babies taken from you! Don't _ever_ tell me you know what it's like!"

* * *

For a moment everyone stares at the time-displaced woman in uncomfortable silence. Finally, Kitty gives her arm a slight shake, and Lockheed flaps his wings to hover just over her shoulder. She puts on hand on her hip and gestures with the other, palm out. "But why here? You could have started a new life in any reality you liked. Why would you come to this one and try to steal my life?" 

A soft, bitter chuckle escapes Kate. "I tried. I wanted to find a place where I could start a new life, but I'm tethered to this reality. I don't know if it's because Rachel's here, or something to do with inhabiting your body when I was sent back the first time, or something else entirely. All I know is that, like it or not, this is where I'm always drawn back."

"And you thought that entitled you to take my place?" Kitty says, her hostility restored.

"Why not?" Kate asks. "Nobody knew what happened to you after you went to Genosha. You could have been dead for all anyone knew, and I already had your body. Becoming you was practically academic."

Kitty's lips curl into a sneer of her own. "You call that hairdo and attitude 'becoming me'? I'm seriously starting to wonder why nobody had you pegged for a phony on the first day."

"You would flatter yourself to think that, wouldn't you?" Kate fires back.

_Kate's memories flash back to 'her' room at Xavier's Mansion. A twin-sized bed lies with its back against the center of one wall, decorated with posters from Raiders of the Lost Ark and The Phantom Menace. Shelves loaded with books flank it, and more books are stacked on the floor next to the bed. A large desk with a computer monitor and a lamp lies under the room's window, and just above it is a corkboard. On that corkboard are photos of Kitty with Illyana Rasputin, Doug Ramsey, Courtney Ross, Rachel Summers, and more. All friends of hers who have died or been taken from her. Underneath the desk is a box filled with more photos. More memories of the people she's lost_.

"But your little shrine to the fallen was all the excuse I needed to act that way and encourage everyone to keep their distance from me while I dedicated myself to learning as much about you as I could. It wasn't easy. I could barely remember who I was by then, let alone figure you out. And I was angry all the time, without even knowing why."

_Kate lies in Limbo, nearly unconscious. Green smoke wafts off her chest as if she has been struck by some mystic bolt. Looming above her is Belasco. He is holding an orb that glows with an eerie greenish light in one blackened, carapaced hand and arm. He smiles, gloating over the victory he is within easy reach of_.

"By then I had substituted so many of my memories with yours that my old life had become little more then a shadow, or a rapidly fading dream. That might have been it, but Limbo changed everything. As I said, Kang had made my body a perfect copy of yours, right down to the enchantments Belasco placed on you. Instead of summoning you, he got me, and my soul."

Peter's face darkens as he looks down at Kate and gasps. "I remember that," he says, glowering.

_Kate, wearing dark, mystic armor, sits on her knees, hunched over as a bright chain mystic energy surges into her. "My SOUL!" she screams. "It's returning! I'm myself-- I'm_ whole _again_!"

Kate nods somberly. "We fought, and with Magik's help, we won. Belasco was defeated and my soul was returned. And with it came my real memories. All of them. But by then I had changed so much that most of those memories were practically meaningless."

-- Editor's Note: Quotes from Kate's memories excerpted from X-Men: Black Sun #5

* * *

"Only two things, out of it all, still mattered to me anymore." 

_Kate is wearing her Shadowcat costume, holding an aluminum alloy power carving tool, which she is using to engrave numbers onto a long bone claw_.

"First, I became determined that I would never again forget that there was once a time when I was known as Mutant 187."

_Kate is inside her bunk in the High Evolutionary's space station, dressed for a date. She is wearing tight, low-rise pants and a top that leaves her arms and much of her chest exposed. Bracelets adorn each wrist, and her ears have several piercings. "Everything around me gets to change, I'm supposed to stay the same," she says to the empty room. "Be real! I walk through walls – between rooms and between worlds! I'm not a girl anymore. I'm Shadowcat! What you all expect of me, I got no interest to give."_

-- Editor's Note: Quotes from Kate's memories excerpted from X-Men #100

"But it seemed the more I rebelled, the harder I tried to push all of you away, the more you clung to an antiquated image of Kitty that had nothing to do with who she was even before I took her place. And I needed to avoid getting too close to any of you. Especially since it would interfere with my _other_ priority."

Kitty and the others seem caught between contempt and disbelief at the story Kate is telling. "You're talking about Peter, aren't you?" Kitty asks.

Kate turns her head toward Peter and her eyes soften. "Even when my memories were clouded, my feelings for you stayed as strong as ever," she says. Her voice grows deep with affection, and her eyes hint at a twinge of regret.

"Me?" Peter says, genuinely surprised. "But you were seeing that boy. Seth."

"Who just happened to be a terrorist and part of the Neo," Kitty points out archly.

"I know," Kate says somberly. "And I'm sorry I did that to you, but it was necessary."

Peter's eyes grow cold and hard as flint. His lips thin. "In what way could you consider it 'necessary' to knowingly consort with such a man?" he asks, a dangerous edge coming to his voice.

Kate lowers her eyes. "Through him I was able to establish third-party contacts to make certain... arrangements. Without his knowledge, of course. People I knew I would need help from, but who couldn't know who I was, or who I was pretending to be."

"What people?" Kitty asks.

Kate looks at her, and in an even voice says, "The Breakworld."

Kitty gasps, her fists clenching and unclenching. "You what?! _Why_?" Everyone else with her, even Monet, seem stunned by the announcement.

Kate reaches into her pants pocket and withdraws a folded yellow handkerchief. "Because of this," she says, tossing it in the air. Lockheed catches it and flies back to Kitty, where he drops it in her waiting hands.

"What is this?" she asks, even as she begins to unfold it.

o o o

"Go ahead and open it" Kate invites.

"Kitty," Jamie says in a warning tone.

"No, it's all right," Kitty says as she finishes unfolding the cloth. "There's a piece of paper inside."

"While you were gone, I didn't just take your place on the team. I also continued your work," Kate says.

"This is a page from Destiny's diaries," Kitty breathes. Her eyes skim the creased piece of paper she now holds and she gasps in alarm, her eyes growing wide, a chill running from her fingers and straight to her heart. "Oh, my God..."

"It took me months to decrypt the code she had written on that page," Kate says, "but I'm sure you'll have no trouble figuring it out..."

The paper shows a crude drawing of Colossus in his armored form, holding a syringe filled with a pink liquid, the two-fingered plunger at the ready.

"...Hindsight being twenty-twenty and all."

"You knew..." Kitty says in a barely audible voice. Her eyes brim with moisture while her hands tremble. She glares back at her double, and the first tear, hot with her fury, breaks apart into a tiny mist from the sudden movement. "You KNEW! And you let him DIE!!!"

"I saved his LIFE!" Kate shouts in return, her voice matching Kitty's passion. "I knew there would be no way to stop him. Not my Peter, not when he sets his mind to something, so I did what I had to!"

"But that's crazy!"

"I love him!" Kate says, angry tears to rival Kitty's flowing down her cheeks. "There's nothing I wouldn't have done for him, no matter what the risk! And where were you, if it mattered so much? WHERE WERE YOU?!?"

For a moment nothing but silence follows her words as everyone waits to see how Kitty will answer.

"I-" Kitty falters.

* * *

"Uh- Genosha..." She looks directly at Peter, whose eyes stare a question back at her. "It doesn't matter," she finally says, eyes downcast. 

Kate tightens her grip on Peter. "That's what I thought," she says mockingly. "You don't _deserve_ him. While you were out doing whatever was more important to you than Peter, I went back to Kang."

"You went _back_?" Kitty says in disbelief. "Why?"

"Because I needed a body, of course," Kate explains. "A perfect copy that would fool even Hank, and he did it, and even though his price was quite a bit higher, it was worth it to have Peter back."

"What price?" Peter asks.

Kate inclines her head toward Kitty. "Her."

"Her concentration is slipping," Peter thinks. "If I'm able to transform, I might break free of her hold."

"Her concentration is slipping," Monet whispers to Jamie. "I might be able to override her psyche and seize control of her mind."

Jamie mulls it over, looking uncertain. "I'm not sure that's such a good idea, M," he tells her.

"Mon Dieu," Monet says with a roll of her eyes. "You worry too much, Jamie."

Kitty, unaware of the conversation going on nearby, throws more heated words at Kate. "Then why'd you wait? Why did you wait until now to sabotage my life and then kidnap me to Limbo?"

Kate's fingers clench even tighter on Peter's arm. "Because they tricked me. After they brought Peter back, they took him away, and I couldn't find him."

"They took him away to be tortured!" Kitty screams.

"I didn't _know_!" Kate cries back urgently, sending a desperate look to Peter. "I looked everywhere for you. I practically tore the world apart looking for you." She looks back at Kitty, accusingly. "But instead _you_ found him. Just like you found Rachel. Why do you always get to find them? What makes you so special?"

"I-"

"YOU DON'T DESERVE HIM!" Kate lashes with the full fury of her voice.

"Now!" Peter thinks.

"Now!" Monet whispers, the whites of her eyes rapidly turning a solid black.

"M, no!" Jamie says, suddenly alarmed.

* * *

Kate's eyes widen as she feels the first feather touches of Monet's mind on hers. "What?" she says quietly. An instant later her eyes narrow dangerously. "Trying to sneak up on my mind, M?" 

"NYAAAHHHH!!!" Monet shouts, clutching her head and reeling back.

"M!" Jamie and Siryn both shout, rushing to catch her.

"My mind can be slippery while phased, you know," Kate taunts, "But I've also learned how to make it disrupt the bioelectric field of other minds that touch it. The feedback can be pretty nasty, can't- eh?"

Peter has transformed into the steel body of Colossus, the resultant increase in size causing his body, still kept incorporeal by Kate, to occupy the same space with her. The unexpected result is that he finds himself sharing in the mental backlash Kate had intended for M alone. He pitches forward involuntarily, falling through Kate and intensifying the pain all the more. "EYARHHHH!!" he grunts in pain, collapsing at her feet.

"PETER!!!" Kate and Kitty shout with a single voice. Kate kneels down to check on him while Kitty rushes forward, screaming, "Get away from him!"

"Peter, no!" Kate says, gingerly touching him. "It was an accident!"

"That's it," Jamie says to the rest of his team as he gently sets Monet down on the sidewalk. "Take her."

"Rrrrr!!" Wolfsbane answers, darting forward.

Swift as Kitty is, Wolfsbane is much faster. She snarls savagely, fangs barred and clawed hands at the ready. She springs at Kate with her hands thrown out, ready to catch Kitty's double and restrain her if she can, or do worse if she must. "See t' Peter, Kitty," the lycanthropic mutant growls. "I'll take care of her!"

Seeing this, Kate rises back to her feet and sets herself, arms at her sides and ready for the attack. "Well, come on, then," she says, a slight smile playing across her lips.

* * *

When Wolfsbane reaches her, she passes right through Kate's intangible form, her claws slicing at nothing but air. Her eyes widen and her beastly chops hang open in a wolfish approximation of surprise. "Whu-?" 

"Forgot something in all the excitement, did we?" Kate says with mild amusement. She whirls around before Wolfsbane has a chance to recover and seizes her by the shoulders. "You want to go? Fine. Let's go."

The two of them begin to rise in the air at a slight but steady angle, moving rapidly down the street even though their posture has not changed from when they had been standing still. "I've just detached us from the Earth's rotation," Kate explains. "We're not actually moving, but doing this lets me travel due west at, oh, roughly 300 miles per hour."

"Kate, stop!" Wolfsbane urges. "We came to help! We shouldn't be fighting like this!"

"No," Kate agrees, her face darkening. "But then, you shouldn't have come at all. You should have just left Peter and I in peace." With that, Kate releases her captive and phases herself to a stop. The "velocity" built up, however, sends Wolfsbane sailing through the air as if she'd been fired from a cannon.

Back on the street in Greenwich Village, Kitty rushes over to where Peter lies. The shock to his system has caused him to revert back to flesh and bone, although the sleeves and pants legs of his clothing are split and hang in tatters. "Peter!" she says dropping to her knees and cradling his head in her hands. Right on her heels are her students and Lockheed. "Are you okay?"

Peter's eyes tighten a moment before opening. "A moment," he groans, "and I will be fine."

In the air, Kate watches Wolfsbane departing form fade in the distance. "Happy landings," she says, smirking, but then her eyes suddenly widen and she whirls in surprise. She barely has time to lift her arms protectively as she is assaulted by a keening wail.

"SKREEEEEEEEEEEE!!!"

* * *

The waves of sound wash over her with the force of several jet engines. Windows in the vicinity tremble and crack. The full brunt of it thunders at Kate with enormity enough to make her seem like a frail speck of dust flitting near an open flame, only moments from becoming consumed. 

When it is over, though, she remains standing on the air, her face bleeding disdain. She looks at Siryn, who is hovering a few feet above the roof of an apartment building, held aloft by her sonics. The redheaded mutant looks a bit startled by the sight of Kate, composed an unharmed.

"What was that supposed to do?" Kate asks with contempt.

"..." is all her opponent can think to say.

"Sound," Kate says, stepping on the air as if it were solid ground. She slowly approaches Siryn and continues, "is just another thing for me to phase through. To ignore. Like heat. Or gas."

Suddenly she vanishes, as if she had only been a mirage, or an image from a projector that has suddenly been switched off.

"Or light."

Siryn's eyes grow even wider, and she floats back a short distance. A concerned voice broadcasts through the speaker of her cell phone. \Terry? What's going on? Is Rahne okay?\

She lifts the phone to her ear and turns to fly back. "She's out, but she'll be fine, I think," she answers. "I'm coming back, Jamie, we've got a prob-"

WHAM!

Her head snaps backward as she is struck by an invisible force. "Uhf!"

Kate reappears in front of her. "Yes," she says, throwing another punch that catches the sonic mutant in the jaw. "You do."

She grabs Siryn by the shoulders and drives her knee into her gut. "URK!" she gasps, spittle flying from her lips.

"I didn't want this, you know," Kate says, taking hold of Siryn's collar. The redhead is already reeling from the damage she's taken, and can do little more than offer a token defense. Kate easily breeches it, jabbing her in the face several more times with her free hand. "I've seen enough fighting, but I'll do whatever it takes."

\Terry? Terry?!\ Jamie's voice comes through her cell phone, which drops out of her hand as her body goes limp.

Kate holds Siryn's unconscious form in her arms for a moment. "This is all her fault, you know," she says before letting her fall to the rooftop beneath them.

* * *

"Terry!" Jamie says into his cell. "Damn it!" He lowers his hand away from his ear and glances over at Guido. "What's happening?" he asks the burly mutant. 

Guido gazes into the distance, his hand forming a bridge over his eyes. "Looks to me like she's kicking our asses, boss," he reports grimly.

"Why didn't you warn us about this, Layla?" Jamie says accusingly to the young girl standing next to him.

"I didn't expect it," she says, sounding indignant.

"What are you talking about? That's what you _do_, isn't it?"

Layla blows a stray hair out of her face in irritation. "She's interfering."

"Interfering?" Jamie echoes. "How?"

"You know how I have trouble with Quicksilver. Because of the stuff with chaos? Or his ability to call other selves from the future?" Layla says patiently.

"Yeah."

"That."

"Oh."

"Doofus."

Jamie heaves a sigh. "Guess it's just us, then," he says to the others. "You ready?"

"You're kidding, right?" Rictor says, though he stands his ground. "Kitty Pryde plus Crazy isn't something I want to rumble with even if I still _had_ powers."

"Bad news for you, then," a voice says from above and behind. They all look up to see Kate drop onto Guido's shoulders and place her hands on his face.

"Phasing between dimensions," she explains. "It really cuts down on those pesky transits."

Guido twists and gasps, flailing at Kate, but his hands pass harmlessly through her.

"Guido!" Jamie and Rictor both cry.

"Feel that?" Kate says, leaning close to the muscular mutant's ear. "That's me, phasing all the air out of your lungs. If I wanted, I could do the same sort of thing with your blood, or your bones, or all your internal organs, and then just let gravity and Nature do the rest."

Guido's face begins to turn purple while he struggles for breath, clutching at his throat.

* * *

"Let him go!" Jamie orders. He starts drumming his foot on the ground with rapid force. "You may be able to take us one at a time, but if you keep this up you'll be facing an army!" 

Kate glances over at him while Guido continues to careen about. "What army?" she asks, quirking one eyebrow.

Jamie looks around and notices that it is just him standing there. "Where are my clones?" he says, and taps his foot some more. He gasps in shock as he notices that his foot is passing through the concrete sidewalk. "How-?"

With an amused snort, Kate says, "What? You thought I still need to touch you to phase you?"

Realizing what she's done, Jamie switches to snapping his fingers, but all they do is pass through each other. "Uh-"

Guido finally passes out, crumpling to the sidewalk, and Kate lets herself slowly descend to the ground. "Don't any of you get it, yet?" she says, glaring at Jamie, Layla and Rictor. There is an almost zealous gleam in her eyes. "There's no point in fighting, because there isn't anything that can touch me!"

"Bet I can think of something that can touch you."

Kate turns around in surprise to see who has just spoken.

* * *

"Me." 

Kitty catches Kate with a fierce hook, putting her full strength behind the blow. A thin stream of blood plays a flourish through the air as Kate careens backward, literally knocked off her feet by the punch.

KRACK!

* * *

Somehow, as Kate tumbles backward, she manages to catch herself and rolls to safety. Almost instantly she is nearly standing, one knee down, one leg up. She looks up at Kitty and rubs at the corner of her mouth with one fist, cleaning away the blood. "All right then," she says with a smile of anticipation. "Let's settle this." 

"Oh, you've already lost," Kitty says as she closes in. "This part's just stress relief."

Kate rises to her feet just as Kitty reaches her and the fight begins in earnest. Kitty tries to get in the first shot, launching a hammer blow and immediately following with a high elbow strike. Kate deftly knocks each attack aside.

"You may have the body," Kitty says, whirling to Kate's flank and throwing a two-knuckled jab. "But I've got the moves."

"Have to keep her focused on the fight," Kitty thinks. "She's too good at phasing for me to beat her that way."

Kate blocks and smashes at Kitty's side with her knee, landing a blow that is solid, but not direct enough to do more than bruise. "I'm a quick learner, in case you forgot."

Kitty steps back, raising her own defense against the series of counterpunches Kate throws. "Don't get me wrong. You're good." She feints to the left and reverses into a brutal roundhouse. "I'm just better."

"Are you?" Kate says, bracing herself as she catches Kitty's foot in her hands, leaving Kitty struggling for balance on the other. "Doesn't matter. I fight dirtier."

"You have no idea how dirty I can fight," Kitty retorts, tilting into a reverse somersault that catches Kate on the chin with her heel and wrenches her other foot free of her grip.

Peter watches the battle from his spot near Kitty's students with rapidly waning patience. "Enough of this," he says, changing again to his armored form and stepping forward.

Nearby, Kitty's friend, Lou Somme, turns wide eyes toward Peter and breathes a horrified "No."

* * *

Peter hardly takes two steps before Lou dives on him, wrapping herself around one of his heavily muscled steel forearms. "Stop! Please!" she cries out as she clings to him desperately. His added mass and strength allows him to easily ignore her efforts, despite her own size and physique, but he does take notice and halts his progress. 

"Let go of me, Lou," he says in an even voice. "I don't wish for you to be hurt by accident."

"No!" Lou says, bracing her feet on the ground and tugging at his arm in a futile attempt to drag him back. "You _mustn't_ interfere!"

Peter is startled to see that a thin trail of tears have begun to flow down her cheeks while she struggles against him. "Have you gone mad?" he asks, his face grim.

"Don't go," Lou insists.

"She's right, you know."

Peter turns his head to see Layla Miller standing in front of him, her posture relaxed as she toys absently with the spiked collar around her neck. "There's a blind spot around her," she says, gesturing to where Kate is, "but you're like an open book."

"They're going to kill each other!" Peter asserts, turning agonized eyes toward the fight.

"Yes, they will," Layla says with a shake of her head. Peter's towering form causes an ominous shadow to fall over her eyes. Or perhaps it's just her. Either way, her next words have a chilling finality to them. "Unless you stay right there."

Peter looks back at Lou, and the alien slowly nods to him, saying nothing but gazing at him earnestly, her eyes moist with lamentation and apology. He turns a glower to Layla and says, "You are a very upsetting girl."

"Yeah," the young teenager says with a shrug. "I get that a lot."

Meanwhile, Kitty and Kate are still battling each other with a fearsome intensity. They have both sustained bruises, but neither show any sign of slowing down.

"I remember when we first crossed paths in the timestream," Kitty says as she takes a swing at Kate. "You kissed me, then." Her double sidesteps it, grabbing her arm and twisting to use Kitty's momentum against her.

"What can I say?" Kate dips slightly and flings her into the street with a martial throw. "Lately I've been feeling a lot less Narcissistic."

Kate wastes no time in following Kitty's flight, diving on her and attempting to pin her to the street. Kitty simply phases through the asphalt before she even gets to her. "You'll have to try harder than that," she taunts.

"You think that's going to save you?" Kate follows without missing a beat, and they both vanish below the earth.

A few seconds later they re-emerge, still trading blows. A blaring horn suddenly rings out from further down the street, interrupting their battle. They both look up just in time to see a silver charter bus charging toward them too quickly to stop.

* * *

Since it is too late to get of the bus' way, Kitty and Kate simply allow it to plow right through them while they continue to fight. "So, how'd you do it, anyway?" Kitty says as the bus driver turns a started look at the two of them emerging near his feet. 

Kate throws some more punches while several passengers recoil from the sight of their torsos sliding along the floor of the bus. "Do what?"

In the blink of an eye, the bus moves past the melee, letting the two vanish through the back. "Learn enough about my life to fake your way," Kitty says, parrying the blows and advancing on her double. "Considering how much our lives diverged, you would have easily slipped up without some kind of help."

"Simple," Kate replies, dancing back and launching a high elbow attack that manages a glancing blow against Kitty's cheek. "One of the things you left behind after you pulled your vanishing act was your diary."

Kitty quickly spins with the blow and throws her own elbow into the back of Kate's neck, knocking her off balance. "I knew I should have tossed that thing after I switched to blogging."

"Yeah!" Scott Lightfoot whoops with a little bounce as he mimes a punch against an invisible target. Next to him, Alana, Warren and Ben watch the fight with mixed expressions of worry and excitement.

The blow should have flung Kate to the ground, but she throws up her hands and catches herself mid-fall against a wall of air phased against her palms. She uses this to launch herself back towards Kitty and drive her fist into her jaw. The move catches Kitty by surprise, and she is knocked backwards with a grunt of pain.

"No!" Scott wails. The stunned looks on his classmates' faces reflect their agreement.

Despite the ferocity of the blow, Kitty manages to quickly compose her thoughts. "She phased herself a vertical surface!" Kitty realizes. "Maybe I can-" With that, she manages to mirror the move Kate just performed, landing another solid, but only glancing, strike of her own. "That thing you were saying about being a quick learner?" she says out loud. "Right back _at_cha."

"Let's find out just how quick, then," Kate says. With that she rises straight up into the air, as though the bit of air that she is standing on is levitating underneath her.

"How-?" Kitty says, watching her rise with mild astonishment. A look of annoyance crosses her then, as she charges upward, taking steps as if she were climbing a circular staircase. "That's one I'm gonna have to do the old fashioned way."

* * *

Kate attempts to use the higher position to her advantage, throwing a kick toward Kitty's head, but the intangible X-Man catches the foot in her hands and swings her down. "I hope you at least feel bad about what you put Stevie through," she says. 

Kate phases herself to a stop and wrenches her foot free. "Why should I?" She springs upon Kitty and they begin to grapple with each other.

"Because it was cruel!" Kitty says, straining to get leverage over Kate as they step back and forth in mid-air. "Because she's like a mother to me! Just as she was to you!"

Kate grinds her teeth in frustration and tries to ram her shoulder into Kitty's face. "To me she's dead! They're _all_ dead, don't you get that? Nothing, _nothing_ I do to them will ever be worse than what I've already seen them suffer!" She attempts to drive her knee into Kitty's side, but Kitty catches it and leans back, lifting her off balance with her knees and back.

"That's your excuse?" Kitty says as she knocks her backward. The fluid surface of the phased air they are wrestling on sets them into a dizzying spin, rather than the follow-thorough to the street had they been grappling on the surface. "You think you can justify the things you've done because of what happened where you come from?" Kitty presses her hand into Kate's face, shoving at it so she can get more room for another strike. "Tell me, does that include Rachel?"

Kate's eyes suddenly go wide with fury. "Stop it!" she yells in a crazed voice. With unexpected strength she wrenches one hand free and drives the heel of her palm into Kitty's jaw, momentarily stunning her. "Stop trying to confuse me!"

Kate follows with a sharp elbow to the gut, knocking the breath of out Kitty. "How dare you even question what I do or how I fight for what I believe in?" While Kitty staggers backward, dazed and off balance, Kate tucks herself into a ball and spins in mid-air, extending her leg at the last moment so that her foot smashes hard into Kitty, driving her to the ground.

Kitty hits the ground hard. "Unff!!" she grunts. She struggles to regain her focus and organize her thoughts, but Kate is already upon her, wrapping her fingers around her throat.

"After all the times you've just given up?" Kate yells, and shoves Kitty's face into the pavement as if it were nothing more than murky water. Only Kitty's hands, desperately clinging to the street, prevent the rest of her from following suit. Kate lifts her back up and Kitty gasps for breath. "With the X-Men? With him?" she continues to accuse, voice sharp with rage. She rhythmically shoves Kitty's head into the ground and then lifts it back out. "You make me _sick_! He. Deserves. BETTER!!!"

"You're right." Kitty manages to choke as her head emerges from the asphalt again.

Kate pauses before pushing her back in. "Say that again?" she demands.

Weakly, Kitty continues. Her face is dark with bruises from the ordeal, and Kate looks only slightly less hurt. "You're right. He does deserve better. So look over there, at what you're fighting for..." She lifts one trembling finger and points to where Peter and the others are watching them fight.

* * *

"...and tell me if that's _you_." 

Kate looks around, momentarily confused, until she sees the looks on everyone's

faces.

A grim silence has fallen over the street. Guarded expressions. Astonishment. Pain. Siryn touches lightly upon the ground, carrying Wolfsbane, who has changed back to her human form. Their eyes are fixed upon the scene where Kate has Kitty at her mercy. Guido has risen on his seat, rubbing his head to clear it from the fog caused by lack of oxygen. Jamie is helping Monet back to her feet, the dusky mutant looking dazed and unsteady as well. Layla and Rictor are both watching Kate with wary eyes, their expressions calm and resolute.

Warren and Alana have both seized Scott by the arms to hold him from charging toward the battle. Ben looks stunned and distressed, while at his feet, Lockheed paces in worried circles, whimpering. Lou looks on, the serene expression she normally wears gone as she stares judgment Kate's way. One slender but muscular arm is resting on Peter's shoulder, a subtle reminder of the warning she had given him.

Most striking of all is Peter, still armored up and now on his knees, his fingers digging into the pavement of the street in frustration as he summons the restraint to keep himself in place. He looks at Kate, eyes fixed upon her, as if paralyzed until she makes her next move. His face shows pure anguish, an accusing look, a piercing stare of one faced with an unexpected betrayal and an anticipated loss he sees no way to prevent.

"No..." Kate says, releasing her hold on Kitty. "Don't look at me like that."

Kitty, now free, rolls to her side and clutches at her throat, coughing and gasping for breath. Peter almost goes to her, but Lou presses down on his shoulder, silently insisting that he remain.

Kate almost seems to shrink under everyone's gaze, her eyes searching one face to the next for any trace of sympathy and finding none. "You don't understand," she entreats. Bracing herself up by one arm, she tucks her legs in and sits on the street, as if she isn't sure if she should rise to her feet, or slide forward and crawl. "None of you understand."

Breathing a heavy sigh, Kate makes one last attempt to explain herself. Her words come out slowly, all the passion sapped away by her battle with Kitty and the shaming stares being brought upon her. "It was a suicide mission. We all knew what to expect. I thought I was prepared for it. I'd seen so many of us die already. There was literally nothing to lose." She pauses to draw one deep, shuddering breath.

"But when I arrived and saw all of you, alive and the way you used to be, I couldn't-" her voices catches in her throat and a small tear trickles down her cheek. "And then I came back to find that we had changed nothing. Rachel and I were the only ones left. Everyone died for nothing, and I wasn't even _there_. It was more than I could bear."

Kate's voice is trembling, but she forces the words out as she continues her story. "When the Phoenix revealed itself to me, I saw a chance to save Rachel, to give her a new life, but as for myself... I just wanted it to be over. Project Nimrod was where it was supposed to end. For both of us."

Everyone stands where they are, shifting uncomfortably as they listen to her words, unsure how to respond to the pain in her voice, so different from the anger before.

"Instead, I'm stuck here, in this body, watching this world fall apart, worse than mine _ever_ did. I've fought for so long, sometimes it seems like the only thing I know anymore." More tears flow from Kate's eyes, falling in drops from her chin.

For a moment it seems like she will break down completely, but somehow she summons the strength to resume her tale. "It hurts so much, remembering it all, wondering why none of you are _doing_ anything about it. I just wanted to forget. Everything. And I thought if I had Peter back, maybe I could at least pretend to be happy. For a little while." Again she searches everyone's faces, her eyes sounding her appeal more loudly than her words.

"Was that really so much to want?" She turns her eyes back to Peter, her eyes begging him to understand. "I... I saved your _life_."

* * *

Peter says nothing. Slowly, he shifts back to flesh and blood, the steel body vanishing from him as if washed away by rain. "And now..." Peter says slowly, averting his eyes, "...it's you who is _killing_ me." 

Kate's eyes go wide, shocked and stung by the words. "No..." she whispers. She stumbles forward, all strength gone from her legs, her torso held up only by her arms while she hangs her head, unable to look at them any longer. "I didn't mean- Please, don't-" As the weeping begins, all she has time left to choke out is, "I'm so sorry."

For a long while the silence on the street is broken only by the soft sounds of Kate's sobs. Everyone remains still, uncertain what should be said or done next, or even who should be the one to do it. Even the ones who don't look moved by the woman's tears seem a bit uncomfortable.

Then, a pair of gentle hands take Kate by the shoulders in a single comforting gesture. Kate starts at the soft contact, and lifts her tear-streaked face up. Her eyes widen when she sees who it is, but she does not shrink away.

Drawing her closer, Kitty envelopes Kate in a nurturing embrace, and the time-displaced woman flings herself into it, collapsing against her shoulder as decades and centuries of grief, misery and loss, kept bottled up since her return to a human body, pours out in waves of anguished tears. Kitty calmly holds her close, stroking her hair and murmuring soothing words into her ear while she looks toward the sky, her own eyes welling up with moisture.

They remain like that for a while, until Kate sags a little and slowly pushes herself away. Looking at Kitty, she quietly says, "Will you still help me?"

Kitty gives her lower lip a little chew and nods. "Yes, of course."

Kate utters a choked laugh, squeezing a few remaining tears out. "I think I'm going to need it," she says. Dropping her head in surrender, she quietly finishes by saying, "Please. I'll do whatever you say."

Nodding again, Kitty looks back toward the others. "Peter," she says in a steady voice, "gather the children. We're going back to the mansion. We have an old friend who needs our help."

Then, turning her eyes toward her students, she adds, "And I have a job to get back."

The delight on their faces is immediate and universal.

* * *

The Xavier Institute 

Kitty storms into the gardens, where Peter has an easel set up and is brushing the first few layers of background paint on his canvas. He is seated on a wooden chair to improve his angle as well as provide comfort while he works. He glances up as he sees Kitty and quickly puts his brush away when he sees the furious expression on her face.

"Katya?" Peter says in a concerned voice. "Did Emma refuse to-?"

"She didn't even argue!" Kitty fumes. "She just gave me my job back as soon as I walked into her office!"

Peter blinks at her a couple of times. "Is this another one of those things between you and Emma that I'm not supposed to understand?"

Stalking her way close, Kitty throws her arms in the air, saying, "She's acting like this was her plan the whole time. To let me 'pursue my fixation,' as she put it, and now that we've got her, she wants me to believe all is forgiven. You saw what she was like when she fired me!"

"Perhaps Scott said something to her," Peter suggests diplomatically.

Kitty paces in front of him like a caged lioness. "No. She's up to something. She tells me I'm here at here request, then she fires me, and now she's letting me back in like nothing ever happened. She's trying to keep me off balance so I won't figure out what it is, but I wi-"

Peter impulsively rises from his seat during Kitty's latest pass and catches her by surprise with a deep kiss. Kitty's eyes widen, startled by the sudden move, but moments later they the lids droop, the angry arch to her brow fades and she wraps her arms around his neck.

Peter draws back a little and in an affectionate voice says, "I'm happy you're back."

"Really?" Kitty says, moving in so her lips can brush lightly across his. "I think I might need some more convincing." Pressing into another kiss, she utters a throaty "Mmmmm."

Peter draws back reluctantly, "She's wrong, you know," he says in a more serious voice. "Kate. Those things she said were-"

Kitty shakes her head and lights her fingers his lips with her fingers to silence him. "I know, Peter. Let's not worry about that right now, okay? Let the others deal with Kate..."

* * *

"...she shouldn't come between us anymore." 

The lower levels of the mansion are quiet, save for a single figure in the shadows, draped in a dark cloak, standing still, as if waiting for something. The sound of soft footsteps moving briskly toward the figure cause it to stir slightly, and the hood of the cloak shifts as the mysterious person looks up to see Emma Frost approaching.

She moves until she is standing right next to the figure. "I don't like this," she says, eyes forward, not even bothering to look the other person's way.

The voice that comes from the figure is female. Pointed. Strong with authority. "And why is that, Dear?" she says in mock sympathy.

"You know perfectly well why I find this distasteful."

"Naturally, just as you know how little that matters." The figure turns toward her and raises one white gloved hand, pointing toward a lonely door near the end of the hall. "Consider this a lesson, then. Something to give you pause the next time your need for control tempts you to make rash decisions."

Emma sniffs disdainfully. "I knew what I was doing," she says.

"As did I," the figure says. "And I trust you appreciate that it worked out better than you'd hoped." The cloaked woman continues to talk while Emma moves stiffly towards the door. "It's good to know, isn't it, that if our plans with her don't work out..."

Emma opens the door and steps inside a holding cell with cold steel walls and a single reinforced window in the door.

"...we now have a spare."

"Mrs. Pryde-Rasputin," Emma says in greeting as she approaches the card table in the center of the room. Seated in a metal folding chair on the far side is Kate, wearing an inhibitor collar around her neck. "Do you mind if I simply call you Kate? Hyphenated names are so tiresome."

Kate says nothing. She appears listless. Frail. Broken. Heavy bags under her eyes suggest that she has not been sleeping. Emma seems to take no notice of this as she takes her seat on the folding chair's twin.

"Let's begin then, shall we?" Emma says, leaning back in the chair. "I want you to think back, and tell me all about your _children_."

Next: A short break while I wait to see what Joss has in store for Kitty in Astonishing X-Men. Her fate will heavily influence what direction I can go with the next arc in this series.

* * *

Notes: 

This story takes place before X-Factor #13

Kate Pryde's involvement in the Phoenix inhabiting Rachel Summers was revealed in Excalibur #52

Peter's middle name from his Days of Future Past alternate was revealed in Uncanny X-Men #141. Many thanks to Amokitty for reminding me of this!

It was also in that issue Kate was revealed to be known as Mutant 187 by the Sentinels who confronted her.

Peter's body was stolen and replaced under mysterious circumstances following his suicide. The Ord used their technology to restore him to life while they developed a 'cure' for Mutants.

Kitty was reunited with Rachel at the end of the "Prisoner of Fire" arc in X-Treme X-Men.

Kitty came into possession of one of the volumes of Destiny's diaries and studied it extensively before she left the team following Peter's suicide.

Many thanks to Xakko, Kirayoshi, Sue Penkivech and Oldprydefan for their input on some of the ways Kate uses her phasing power in this issue.

* * *

**THE CAT'S MEOWS**

**giggles Kitty's litter!**

**Okay, so, I was wrong. Which is awesome, really, because it just shows what a great plot you're weaving; you can't predict it, but when it happens it makes total sense.**

**Great chapter with psycho!dancer girl, and as always, I Love the kids. And their team names. giggles more**

**Now, if you'll just let Katya Pryde-Rasputin run off with Piotr?...nah. Didn't think so, but I had to try:D **

**Sue Penkivech**

Thanks, Sue!

I'm glad you're enjoying the plot so much! It's been a lot of fun letting it grow for this long, and I hope you've enjoyed the payoff. Now that Kate's taken care of, I can turn my attention to some of the other plot seeds I've sprinkled throughout these issues.

The kids are fun, and we will definitely be seeing more of them. Perhaps even in their own limited series!

As for Kate, she won't be snagging Peter, I'm afraid, but we definitely haven't heard the last from her!

**O... Getting better. I can't wait to read the next part. I've never really read into the Excalibur stuff. But if this is any thing like it, I just might have to check it out. :) **

**Psylocke2216**

Thanks Psylocke! I hope you've enjoyed the whole series by now, and you should definitely check the old Excalibur out! It was one of the best X-Books marvel was putting out at the time, in my opinion!

**I'm loving this. It exhilirates me. Just one question: When did Kurt ever die? (I know, I know, it's a Kitty-centric story and still I zero in on the Nightcrawler sightings. Sorry!)**

**Please update soon! This is really interesting. I'll be waiting... watching... **

**Syrinx Flute**

Thank you very much!

Kurt's most notable "death" was when he was killed by his Foster Mother, Margali, in revenge for killing her son. The whole story is told in Uncanny X-Men Annual #4.

**Whoa... it's KATE?!?!?! But she's a good guy... **

**Protector of Canon2**

Hi, Protector!

Indeed. Even good guys fall to darkness sometimes, though. Luckily for Kate, there's always the possibility of redemption.

**Now THAT'S a cliffhanger! Kate Pryde-Rasputin, in a younger body, trying to seduce Peter away from her younger self? Paging Dr. Freud, paging Dr. Freud! Points for Peter figuring out that 'Kitty' wasn't who she appeared to be. Very perceptive that boy.**

**Nice nods to continuity with Layla over in X-Factor, plus the new Banshee(and the villains from your first chapter). Now, don't be so long getting the next chapter out!**

**Hmm...any plans for our girl once WWH hits the fan?**

**Kirayoshi**

Thank you, Kirayoshi!

I'll have to see how the rest of the limited series pans out, but if I can work World War Hulk into the series, I definitely will! There's at least one alien on the Hulk's team, after all, that I don't think she'll be too fond to see…


	15. Livin' in the Fridge

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others._

* * *

The Adventures of Kitty Pryde

Issue 15, January 2007

Cover image: Kitty Pryde, Iceman and Cannonball are standing together, recoiling in fear from the partially opened door of a looming containment unit. They are bathed in a sickly green glow which drapes their horrified faces in ominous shadow and illuminates the multifaceted protrusions of Iceman's crystalline form.

As she trembles, Kitty gasps and says, "It's... It's horrible!"

Cannonball holds his hands out in a warding gesture. "Somebody has to stop it!"

Iceman covers his eyes with his hands, peeking through the gaps in his fingers. "I don't even want to _touch_ it!" he tells them.

At the bottom of the page are the words, "_What Lies Within_?"

* * * * * * *

The Conquistador. Westchester County. Elevation 800 feet.

"There she is."

Bobby Drake and Sam Guthrie sit together, looking in many ways like construction workers on the scaffolding of a corporate tower, taking a short break from the repairs they've been making to another section of the damaged oil rig. They both appear relaxed as they peer over the edge of the thick steel floor where it abruptly terminates into a sheer drop to the ground far below. The missing section of hull is the size of a small house, giving it the appearance of a vessel still at the shipyards.

They are both wearing their field uniforms. Sam in his tight black shirt, pants and goggles, the silver "C" emblazoned on his chest and shoulder pads standing out brightly. Bobby is wearing a more basic outfit of shorts and jacket, accentuated by stylish shades. He leans forward to get a better look at the courtyard below, a gentle breeze worrying at his brown hair. "Huh," he observes quietly. "We weren't expecting her until tomorrow, weren't we?"

"Plans must'a changed," Sam replies with a shrug.

Bobby chuckles. "Don't they always? It's Nature's way of making sure that vein on Scott's forehead gets enough daily exercise. You should see how big that thing gets."

Sam's only response is a soft and disinterested grunt, prompting Bobby to lift his shades off and glance sidelong at his friend, a concerned frown on his lips.

"And she's spotted us," Sam quickly says, lifting his hand up slightly to wave, a move Bobby mirrors as he gazes back down to where Kitty is.

Perching his shades atop his hairline, Bobby bends forward a bit as he continues to observe the scene below. "Bet she's planning to airwalk up here," he remarks casually

"Looks like," Sam agrees.

The hint of a smirk begins to tug at the corner of Bobby's lip as he continues his thought. "Awful long way to get here on foot."

At first Sam says nothing, but finally he looks over at Bobby and a thin smile manages to creep across his mouth. "Might not be a bad idea to offer the lady a ride, then," he suggests.

"Funny, I was about to suggest that very thing," Bobby says with an exaggerated, dignified flourish.

Sam smiles just a bit more at the gesture, and his mood takes another tiny step back toward the positive. He draws one of his legs up to rest his arm along the knee and lets the other drape lazily over the edge, foot dangling in the air below. "Well, I was raised to be a gentleman," he says. "Suppose I'll do the honors."

"But it was my idea," Bobby protests, pointing toward himself with one open hand.

"I seem to recall it as my idea, actually," Sam counters. "Besides, your ice slides are too cold."

"Your blast fields are too noisy."

The two look a friendly challenge into each other's eyes, until Sam finally breaks the tension by saying, "Care to make it a race, then? First one there gets to bring her up."

Bobby stands up and mimes cracking his knuckles. "You're on."

Sam starts to rise but pauses to peer closer at the ground. "Hang on, there," he says, holding up one hand toward Bobby in a staying gesture. "Looks like her Gentleman Caller just showed up."

"Heh. So much for that, then."

"Yeah, he's already picking her up for a-"

"Hey, guys!" Kitty suddenly appears in front of them, as if flying. She is wearing her yellow and black field uniform and is holding her arms out to stabilize herself. She smiles cheerfully, chestnut hair bouncing as her ascent slows and she lights onto the air before them.

"-fastball," Sam finishes.

"Talk about lazy," Bobby teases. "Too good to just walk up here?"

Kitty's smile gets wider as she steps onto the floor next to them. "Boyfriend perks," she explains with a shrug. "Turns out they expire if you don't use them." Making a show of looking around, she adds, "So this is the place, huh? Not bad."

Bobby looks toward the back where a port doorway leads to one of the many winding halls of the vessel. He favors her with a modest smile and admits, "It's not much..."

* * * * * * *

Floating high above the mansion, _The Conquistador_ is a looming oil rig that dominates the landscape, particularly due to the fact that it is literally floating in the air. Tiny stabilizer wings are mounted fore and aft, and a sophisticated jet engine sits where the rotors would normally be. Most of the hull bears cracks and scorchmarks, evidence of the battle that was held on and around it a scant few days ago. Already, though, there are signs of improvement, indicating just how far the repairs have gone.

"...but it's home."

Stan Lee does not present

**Livin' in the Fridge**

* * * * * * *

The three walk through the halls together, chatting amicably. Kitty has a rucksack slung over her shoulder, drawn shut so the contents cannot be seen. "It turned out the damage to the mansion wasn't as severe as we'd originally thought," she says. "And the students are all okay, so I decided to drop by a little early."

"You're sure it's not because you missed us terribly?" Bobby teases.

Kitty arches a single brow as she regards him. "It's only been a few days since the Children of the Vault attacked, Bobby," she reminds him. "Although the kids in your Economics class have been asking about you. Most of the time it's the students who play hooky, not the teacher."

"I'd be there if I could," Bobby replies, spreading his arms helplessly, "but there's too much work up here to do, and Rogue's not planning to stick around once the repairs are done, so I'm going to have to put my teaching position on indefinite hiatus."

The scathing look Kitty gives him seems mostly in jest, but not entirely. "Great. Just great," she says, and grumbles something under her breath.

Bobby looks at her for a moment before a look of realization flashes over him. "You're subbing for me, aren't you?" he says.

"On top of everything else she's been piling on," Kitty says with a roll of her eyes. "I think she's doubled my workload since I was hired back."

Giving her a sympathetic look, Bobby says, "Sorry. I expected her to be the one to take over while I was gone."

"No such luck," Kitty says, smiling ruefully. "She's going to have to do a lot better than that, though, if she expects to see me cave."

"I wouldn't say that out loud around her," Sam warns. "She'd consider that a challenge."

"I wouldn't even _think_ it around her," Bobby agrees.

As they round a corner, Kitty replies with a chuckle. "Lower my guard around that woman?" she says. "Never gonna happen."

"Still," she thinks in the quiet moment that follows, "It'd be nice if I could actually spend some quality time with Peter every once in a while. I've been running around so much lately I hardly get to even _see_ him."

* * * * * * *

The cold steel walls around them are spacious but impersonal, giving an impression not unlike that of a maze. Thin cracks spaced at regular intervals ring the halls where the large metal plates that form it join, and every door is much the same as the next. Despite the monotony of the layout, Kitty looks around in obvious fascination.

A wicked grin blossoms on Kitty's face as she regards Bobby and Sam. "So what are the chances Rogue will let me fly this thing after the repairs are done?"

"Why? You planning to switch teams?" Bobby asks half-jokingly.

"Well, I wouldn't go _that_ far," Kitty replies.

Sam rubs thoughtfully at his chin and says, "You could always ask her when she gets back."

"She's not here?"

Bobby shakes his head, his expression becoming more serious. "She's out with Cable and the girls, hunting down the people responsible for what happened to Omega Sentinel and Lady Mastermind. We're not expecting them back until tomorrow at the soonest."

"So, other than Val Cooper and her S.H.I.E.L.D. Agent wannabes, it's just you two?" Kitty asks, lifting one eyebrow curiously.

A brief, but awkward silence passes as Bobby and Sam exchange an uncomfortable look with each other in response to the question. "...not exactly," Bobby finally concedes, sounding vaguely apologetic.

Before Kitty can ask what he means, another voice intrudes, drifting down from around one of corners further up the hall. "Here, Kitty, kitty, kitty..." Mocking words with a cruel and savage edge to them.

Bobby and Sam's faces immediately tighten, as if they are bracing for a possible fight. Kitty, however, simply lets her eyes roll heavenward and heaves a beleaguered sigh. As the new arrival stalks his way around the corner and into view, her only greeting is a sardonic, "I should have known _you'd_ be here..."

An aura of menace surrounds the man as clearly as his unruly mane of wheat-colored hair. He smiles, turning canny eyes upon the trio while flexing his hands to reveal savage claws which seem forever eager to draw the blood of whomever is foolish enough to cross his path.

"...Sabretooth."

* * * * * * *

"How's about that, she remembers me," the wild mutant drawls as he approaches her in a deceptively casual stride. His hulking form dwarfs Kitty's, adopting a posture somewhere between a brainless thug and a callous, cunning beast of prey. Kitty stands before him, calm and unblinking while Sam and Bobby regard him with unfriendly eyes, lips thin and jaws set on the verge of an unspoken challenge.

Bracing one slender hand against her hip, Kitty regards him with a raised eyebrow. "I'm surprised they let you wander around without a leash, Creed," she says.

"Who, me?" he says, face momentarily assuming a faux innocence. He turns a smug grin from Sam to Bobby before looking at Kitty again and giving his chest a little pat. "You might say I'm on work release," he explains. "Your friends here think their little toys mean I'll play nice."

"Yes, I heard about that," Kitty replies. "Nano-Sentinels. The instant you so much as think of stepping out of line, Cable or Omega Sentinel will wake them up and let them eat you alive. Normally the idea would make me sick, but in your case I gotta say," she adds, taking a half step closer, "it couldn't have happened to a nicer guy."

Sabretooth's smile grows wider and distinctly more predatory. "See, I was thinking you could help me with that. I'm betting they wouldn't like your little ghost trick very much, would they?"

He jerks forward a bit, as if he was about to lunge forward, but Kitty doesn't flinch. "Dream on, Creed."

"Your choice, Sweets. You change your mind, though, I promise to make it quick and painless when I kill you."

Kitty seems unimpressed by the threat, but Sam and Bobby both immediately take a stern and menacing step forward. "You might wanna back off now," Sam warns in cold voice.

Creed hangs close for a moment longer, still smiling before he pulls away. "Hey, now. We're all friends here, remember?"

"Sure we are," Bobby says. "Just keep telling yourself that."

They walk past Creed, who beams nastily at them. "Be seeing you, Shadowkitty-cat," he calls as they turn the corner leaving him alone in the hall.

* * * * * * *

Chicago, Illinois.

"Master?"

The shrine is a small, unassuming structure, but well cared for. The gabled roof, koi pond and torii arch set it apart from the blocky office buildings and eateries which surround it, as though it had been plucked from another time and a continent away and dropped within the quiet city neighborhood. Twin lion-dog statues perch outside the main entrance, keeping silent vigil over the shrine, sure and proud in their urban surroundings.

An elderly man dressed in thick, maroon robes sits in silent meditation, eyes closed and a calm expression over his lined face. Two simple banners hang vertically on the walls to either side of him, with the kanji for 'patience' and 'fortitude' written upon them in strong, practiced brushstrokes. The rice paper door behind him is open and a younger man in similar robes stands pensively at the threshold.

"Master," the young man repeats. "Forgive me, but it is urgent that I speak with you."

Without opening his eyes, the man says, "You must calm yourself, Haru. Your distress feeds the demon. Remember what I have taught you."

"I have tried," Haru tells him. Tiny beads of sweat cling to his brow, and he clutches at his stomach for a moment, wincing in pain. "No matter what I do to shut it out, it always manages to return. I fear that even with the best of your teachings, I will soon be unable to contain it. I have failed you, Master, and now I beg you to help me."

"You are sure you wish to do this?"

Haru hesitates, as if wrestling with some unspoken fear. "I am sure," he says.

The elderly priest opens his eyes and rises to his feet. "Then I shall do as you ask," he replies heavily. "Summon the others."

* * * * * * *

Back on the _Conquistador_, Kitty steps inside a modest looking elevator, followed closely by Sam and Bobby. After briefly glancing over the button panel, a playful smirk crosses her lips. "Okay, you have _got_ to tell me this thing is voice activated," she insists.

"Voice activated elevators are a little minor league for someone who's spent as much time working with alien and future technology as you have, aren't they?" Bobby asks with a twinge of amusement.

"Yeah, but so are your action figures," Kitty counters with a knowing smirk.

Bobby's expression becomes scandalized. "Those aren't action figures. Those are _limited edition collectable figurines_."

"Uh-huh. You express your geekdom your way, and I'll do it mine."

Sam, rolling his eyes, simply presses one of the buttons with a double tap of his fingers and the doors slide shut in front of them. The elevator rises in a smooth motion much too clean for the age of the ship. All around them are signs of advanced technology, though most lie inert, no sign of power giving them the faintest spark of life.

"I still can't believe Cyke even got you permission to be here in the first place," Sam says casually while they wait for the elevator to complete its journey.

Kitty breathes a mirthless laugh. "Oh, trust me, he had to pull plenty of strings for this," she tells him. Then, with a wink she adds, "And even that wasn't quite enough."

Sam gives her a beleaguered look. "Tell me you didn't," he says.

"You can take off the den mother hat, Sam," Kitty replies. "All I meant is that without my S.H.I.E.L.D. credentials, Scott's request wouldn't have even gotten off the ground, so to speak." Upon seeing the blond Kentucky boy breathe a sigh of relief, Kitty promptly adds, "But I could have hacked my way in easy if I wanted to."

Sam chuckles, shaking his head in fond resignation. "If you say so."

Just then the elevator comes to a halt and the doors open, revealing a spacious cargo bay littered with control panels, monitors, and crates bearing a variety of equipment. There is a small complement of O*N*E soldiers and technicians combing through the crates and pushing past each other to remove them from the area.

Also in the chamber is Valerie Cooper, wearing a powder blue suit and her flaxen hair arranged in a neat bun. The crew pauses to send unfriendly glances toward Kitty, Sam and Bobby before turning back to their duties. Val assumes the cold, businesslike smile of an executioner preparing to greet the condemned as she walks toward them with confident strides, the long heels of her shoes sending sharp echoes with each stab to the floor.

"Wow," Kitty mumbles as she waits for Val to get close, "Feel the love."

"Miss Pryde," Val says in honeyed tones laced with just a hint of venom. "We weren't expecting you until tomorrow."

"Tomorrow's going to be a little busy," Kitty says crisply, flicking concerned eyes toward Sam before meeting Val's gaze. "In case you'd forgotten."

* * * * * * *

"Of course I haven't forgotten," Val says, lips thinning as her smile vanishes. A grim cloud seems to fall over Sam while Bobby worriedly looks on. The tension around the four of them is so thick it practically dims the overhead lights. "How can I when funerals and weddings at Xavier's have such a rich history of being interrupted by murderous psychopaths?"

The inflammatory remark draws a trio of outraged scowls from the mutants. Val finds herself met with burning glares and clenched fists as the mutants hover on the verge of expressing their anger with more than words.

"That was outta line, Val," Sam grinds out, voice nearly trembling with fury.

Bobby is less restrained as he jabs a finger at her and says, "There wouldn't even _be_ a funeral if you and the rest of the O*N*E had been doing your jobs!"

Val stands her ground, leaning forward and firing right back. "I'm just as upset about Purity's attack on the school as you, Drake-"

"Could have fooled us."

"-but don't pretend you X-Men aren't just as responsible for what happened."

Before anyone else can say anything, Kitty inserts herself between them and says, "All right, enough! We both know this isn't about the funeral." Sending a sharp look Val's way, she pointedly adds, "Is it?"

Val's expression immediately loses all heat and becomes smooth, professional and condescending. "As I've already stated to Cyclops any number of times, your help isn't required. Our technical experts are more than capable of identifying any potential dangers lurking within the systems on board this vessel."

"And we're supposed to just take your word for that, of course," Kitty says knowingly.

"Not if you don't want to," Val offers, "But it makes no difference either way. We're the ones who will be determining what constitutes weaponry or other contraband to be removed from this ship, not you. It's as much for all of your safety as it is the concerns of the government. Were the choice up to me, we'd simply take the whole ship."

Kitty slides her rucksack off and lets it dangle from one hand. "Lucky for us it's not up to you. And I doubt any of your experts have anything close to the experience with alien or temporally displaced technology that I have. Only Omega Sentinel stands a better chance of going deeper into the computers here than I do, and if anything goes wrong, it could corrupt her own systems before she can do anything about it. Simply put: You need me."

"That seems to be what the higher-ups at S.H.I.E.L.D. think, but don't count on having their support much longer, especially after that stunt you pulled last week."

"Think so?" Kitty challenges. "The way I remember it, you lost that one, too."

Scowling, Val says, "Only because S.W.O.R.D. got involved. As far as I'm concerned, you were hiding a fugitive from the Registration Act."

"Which has nothing to do with the X-Men, remember?" Sam tells her in an even voice.

"For now, but you won't be able to play Switzerland on this forever," Val tells him. She looks back at Kitty and adds, "You'd better figure out which side you should be on and take it, because trust me..."

* * * * * * *

"...those who don't cooperate will regret it, eventually."

Somewhere in Salem Center, Lou Somme is stepping into a simple and sparsely decorated front reception area. She is wearing her olive-brown courier uniform, with 'APS' emblazoned on her cap and left front pocket. The broad front desk has large block letters spelling "Allied Postal Service."

"Good morning Lou," the woman at the desk says, looking vaguely apologetic beneath her roundish glasses. "Alice wanted to see you in the office before you went out today."

"Okay," Lou replies with a simple nod.

Soon, Lou is seated at a long conference table. Across from her is a wiry woman with beady eyes and about ten too many bracelets on her arms, and a thick-set man with a neatly trimmed beard. The man is wearing a grey business suit. A briefcase rests on the table, strategically placed a little to the left of where the man sits. He and the woman are both looking at Lou with somber expressions while she seems almost serenely calm.

"The vibes in this room are particularly strong today," Lou remarks with a dreamy sigh.

Alice squirms uncomfortably in her seat and glances over at the man. "This is what I was telling you about," she whispers to him.

Coughing once, the man folds his hand and looks directly at Lou. "Ms. Somme, my name is Arnold Fife. I'm with Human Resources."

"Hello, Arnold," Lou says, reaching her hand toward him. He accepts it, but rather than shaking his hand, Lou simply holds it in place, and looks over at the briefcase. "You are here you terminate my employment," she announces, releasing her grip and placing both hands back on her lap as if she were listening to soothing music. "I was not expecting this."

Arnold glances at Alice, who again whispers to him. "I hate when she does that. It's creepy."

"Uh, yes, well," Arnold says, fumbling toward the briefcase as he works to release the clasps and open it. "It is unfortunate, of course, but-"

"They wouldn't tell you why," Lou interrupts, looking at both of them sympathetically. "So you needed to make up something to justify the decision. I understand. But you still need something from me, don't you?"

Arnold coughs again, looking more uncomfortable than ever, and withdraws a small stack of papers. "We, uh, need you to sign a few forms. We'll also need you to turn in your keys. I have your final paycheck ready, and we can provide you with taxi fare to help you get home if you like, of course."

Lou's expression is unreadable as she signs the papers in front of her. "I will walk home," she informs them.

"I-if that's what you'd prefer," Arnold says, taking the papers and handing a plain envelope over to Lou. "Would you like to collect your personal belongings or have us mail them to you?"

Rising from her seat, Lou seems to be looking past the wall of the office, toward some far-off point. "Neither," she answers with a shrug. "I will not be needing them."

* * * * * * *

Some time later, Kitty is in a small, plain-looking control room, gazing intently at a handheld monitoring device she has wired to an exposed panel via a tangle of thin, multicolored cables. There are several unusual circuit boards laid out next to her as she works.

"Amazing," she says, as if to herself.

"Did you find something?" Bobby asks curiously from his vantage point in the far corner.

"Just some old security algorithms that have long since been deactivated," Kitty tells him over her shoulder. "Nothing to worry about. Definitely nothing I can't handle. I _almost_ feel guilty for telling Val her techs couldn't manage this." Glancing back at the handheld's monitor display, she says, "Actually, I was referring to the technology itself. I've never seen anything like this before."

"Well they have essentially had thousands of years to develop this stuff," Bobby points out. Not far from him sits Sam, who seems somber and lost in thought.

"They've had the time, but not the materials, Bobby," Kitty replies, adjusting the dial on her handheld. "Everything here has been cannibalized and reengineered on top of itself over and over again so many times I'm half expecting to see evidence of vacuum tubes lying around."

Bobby chuckles good-naturedly. "Well it worked for Crow and Tom Servo," he says. "Besides, you saw the outfits those guys wore, right? They looked like rejects from that old Centurions cartoon."

At this, Sam abruptly rises from his seat and walks over to Kitty. "Need any help, there, Kitty?" he asks without emotion.

"If you could help me start putting these boards back in, that'd be great. Thanks, Sam." She switches off her handheld device and begins unhooking the cables from it. "As soon as we're done here, we can move on to the next-" She turns around and pauses as soon as she gets a good look at Sam's face. "Are you alright?"

"I'm fine," he replies evasively.

"Right. And I'm a Brood Queen," Kitty counters, crossing her arms as she scrutinizes him. "There's been a dark cloud following you around since I arrived. What gives?"

Sam pauses, working his jaw slightly as if chewing on his answer. "You always were too perceptive," he concedes reluctantly. "No, I don't reckon I'm alright at all."

Setting the minicomputer down, Kitty puts a reassuring hand on Sam's shoulder. "I'm sorry about Jay," she tells him. "Val had no right to say what she did, especially if she was just pissed about me being here."

"I appreciate it," Sam says, with a thin smile as he clasps his own hand over Kitty's. "And I'm glad you've agreed to speak at the funeral. It means a lot."

Kitty lowers her hand and studies Sam's face a moment longer. "That's not what's got you looking like this, though. Is it?"

Again Sam hesitates, face growing even more grim, so Bobby answers for him. "You're not still dwelling on _her_, are you?" he asks with obvious concern.

Sam gives a slow, unsteady nod. "Wish I wasn't," he answers. "But I don't exactly have a choice in the matter." He kneels down to begin inserting circuit boards back into the panel.

"Okay I'm officially lost now," Kitty says, holding a hand up next to her. "Who's 'her?'"

* * * * * * *

"Serafina," Bobby says, "One of _them_." He sweeps his hand to indicate he's referring to the Children of the Vault. "She sort of... got to Sam before they brought our brand new flying tanker by and tried to crush everyone with it."

Despite Sam's obvious distaste for the subject, he slides each board into place calmly and with precision. "She was a technopath," he explains slowly. "By 'got to me,' he means that while I was in the infirmary, she planted a mental illusion of the two of us together. I knew her as 'Sarah.' We were in love. We got married. We even had kids. There's twenty years of a life with her swimming in my head and none of it ever happened."

"Wow," Kitty says, swallowing hard. "I'd hate to even imagine going through something like that."

"It's fading," Sam confirms. "Otherwise I'd be losing my mind about now. It doesn't make it any easier to think about what I did to her, though."

_Sam's thoughts drift back to the battle against the Children. Quick and furious, Rogue's team of X-Men are vastly outnumbered, but cunning, speed and savagery have helped them gain the upper hand. For how long, they can't know, so they fight with deadly fierceness, holding nothing back. They cannot afford to falter for even a second._

_And yet, for the sake of one woman among the enemy, Sam hesitates. He protests to Serafina that he loved her, and her cold reply is that he did so only because of her will. With that confirmation, Sam accepts that it was all a lie, and carries her along as he hammers his way through the battlefield. He ricochets with enough force to shatter bones, until finally he leaves her buried in a pile of debris before rocketing off to rejoin the fray._

Kitty lets out a long breath, her expression sympathetic and surprised. "You did what you had-" she begins to say, before Bobby interrupts her.

"I already tried telling him that. It didn't work."

Kitty gives Bobby a _look_ and tries again. "You must have known deep down that your feelings weren't-"

"Tried that too."

"She's hardly the first villain to use love as a wea-"

"That was the _first_ thing I said."

"Bobby!"

"Okay!" he says, flinging up his hands. "I'm sorry!"

Kitty thinks for a moment, giving Sam a serious look. "You should try talking to Pete," she proclaims.

* * * * * * *

Sam blinks for a moment. "Pete?" he says, giving her a quizzical look. "Kitty, if this is about that time the X-Men got kidnapped by the Beyonder, I'm not sure that's such a good idea."

"Wrong Pete," Kitty says with a wry smirk. "I'm talking about Wisdom."

"Professor W?" Sam replies, brow furrowing as he looks at Kitty. "Now I'm even more confused."

"I'm serious," she tells him. "When he was still rising through the ranks of British Intelligence he found out his girlfriend was a contract killer. She was the first woman he ever loved, but he stopped her before she could assassinate Queen Elizabeth. If anyone would know how to deal with knowing you turned against someone you love because it was right thing to do, he would."

Sam nods thoughtfully as the idea sinks in. "I think I might just do that," he muses. "I've been meaning to get back in touch with him anyway. We haven't spoken much since he faked his own death."

"Ugh," Kitty grunts in distaste at the mention of the stunt Wisdom had pulled. "I don't blame you."

"Yeah, I'm guessing you weren't too happy with him about that," Sam says. Smile slowly returning he adds, "I hear he's married now."

Barking a quick laugh, Kitty says, "Yeah, that's what I hear, too. And to a fairy princess, no less."

"A _what_?" Bobby blurts in surprise as he joins in the mirth.

"It's a political marriage, apparently," Kitty explains. "Not that it'll stop me from giving him a hard time about it the next time I see him."

Sam's smile grows wider. "Of course not. A opportunity like that's a bit too good to pass up."

"That's putting it mildly," Kitty agrees. She pauses, giving the room a considering look before saying, "I think a break right about now sounds good. Come on, let's head for the food storage compartments."

"Sure," Sam says. "The galley's just a few decks up."

Giving her head a shake, Kitty says, "Not that kind of food storage. I'm talking about the refrigerated compartments down below."

For the second time, Sam looks slightly bewildered. "Why would you want to go down there?"

Kitty puts the handheld device back in her rucksack and looks at both X-Men. "Think about it, you guys; How many of the Children were there? Hundreds? Thousands? Living in a sealed environment for what was effectively six thousand years? And the only thing anyone finds of them here is their own remains?"

"Yeah, so?" Bobby asks.

"So," Kitty chuckles, the slightest glint of mischief in her eyes, "aren't just a little curious to know what they _ate_?"

* * * * * * *

Meanwhile, in the biolab of the mansion below, Hank McCoy sits in front of a series of five monitors arranged in a loose pyramid formation. A variety of readouts, undulating line graphs and three-dimensional skeleton grids appear them, and Hank carefully takes note of each one, tracing one blue-furred paw thoughtfully along his chin.

"Thank you, young man, I believe we've run sufficient tests to reach a satisfactory analysis. You may step down now," he says.

"Okay, Professor," Scott Lightfoot answers before hopping down from a sheet suspended two feet off the ground and running the length of the room. Half a dozen electrodes are attached to his bare chest and there is a similar array of wires attached to the sheet. Sitting on a row of wheeled stools nearby are Warren Epps, Ben Rice and Alana DuBois, who are watching Scott with amazed expressions.

"'Step down,' he says," Alana thinks. "That's rice paper, and Scott's been jogging on it for an hour without leaving so much as a mark on it!"

Scott peels the electrodes off and takes the empty stool next to his friends. As soon as he is seated all of them look to Hank expectantly.

Pausing for a moment to clear his throat, Hank adjusts his spectacles before wheeling around to face the children. "As I suspected, our original evaluation of your powers was in error, Scott."

"We figured _that_ out a long time ago," Warren smirks.

Hank tilts his head forward and gives Warren a long, measuring look until the boy's smug expression slowly fades and he shifts uncomfortably in his seat.

"Warren's astute observation aside, your power functions on the potential energy of whatever comes in contact with your mass, Scott. First by counteracting it, effectively making said interacting force behave as if you do not exist. Thus, the weightlessness initially presumed to be the expression of your abilities."

Scott bobs his head in a sharp nod, as through urging the catlike mutant in the labcoat to continue. Alana and Warren, however, send quizzical looks to Ben, who simply shrugs and whispers, "He _always_ talks like that."

One feline ear twitches, and Hank turns a toothy smile upon his student. "We all have our own style, Ben. Although I assure you that the bubbly, bouncing Beast was known for a far less erudite manner of speech while I was with the Avengers."

"Miss Frost says that's 'cause Wonder Man's a bad influence," Alana chimes in.

"Does she indeed?" Hank asks mildly. Then, with a conspiratorial grin he adds, "Well, I suppose the phrase, 'it takes one to know one' would be an apt rebuttal."

The children give a scandalized giggle at the remark, all except for Scott, who impatiently utters, "Guys, my _powers_."

"My apologies, Scott" Hank says, turning his attention back to the school's youngest student. "Now, the principle of conservation of energy won't allow that neutralized potential to simply vanish, and since your power prevents it from being converted into kinetic energy, it's instead metabolized into your system, which is then stored until you later release it."

"And that's why I can be super-fast or super strong?"

"Precisely. And with practice, more than that, I'm sure. Enhanced senses, endurance, possibly even limited regeneration." He leans forward again and looks each of them directly in the eye before adding, "Although if I discover that you've been conducting experiments toward the latter outside of a controlled environment and without the supervision of a responsible adult, I shall be most displeased. Am I understood?"

The four children look at each other before all grinning with delight. "Yes sir!" they say in unison.

* * * * * * *

A few short moments later, Alana, Scott and Ben are wandering the halls of the mansion, talking excitedly with each other. Warren walks in silence alongside his friends, lost in thought.

"I _knew_ it!" Alana says, pumping her fist in front of her for added emphasis. "That's an _awesome_ power you have, Scott!"

Scott is even more animated than usual as he practically bounces with excitement. "I know, right?" he beams, the words practically running over themselves. "Miss Pryde just _has_ to let us be her sidekicks _now_, doesn't she?"

A bitter snort of contempt erupts from Warren, causing all eyes to turn toward him. "Yeah, right," he says. "Like that's gonna happen."

"Warren!" Alana gasps, sending him a sharp, reproachful look while Scott and Ben gape in wide-eyed speechlessness. "How can you say that?"

"Because it's the _truth_," Warren insists, whirling on his friends and bringing their progress down the hall to a sudden stop. "Weren't you listening to Miss Pryde after we finished fighting Shepherdess, or Vendetta, or whatever stupid name she's calling herself now? Miss Pryde's _never_ going to let us be her sidekicks."

Looking concerned, Ben asks, "Are you still mad at Miss Pryde for leaving?"

"Nah, He's just jealous because I don't have the lamest power anymore," Scott accuses, crossing his arms as he glares defiantly at Warren.

"_All_ our powers are cool now," Alana says diplomatically. "Well, mine were always awesome."

Ben jumps back in to add, "So now Miss Pryde won't think we're losers."

"Exactly!" Alana bounces her chin in a sharp nod as if the issue was now settled.

Warren stands his ground, shaking his head firmly. "Don't you get it?" he demands with exasperation. "Even if we had the coolest powers ever, Miss Pryde's not gonna care, and you know why? Because all that makes us are the same nobodies we were before, just with cool powers."

"I am _not_ a nobody," Scott grumbles.

"Well everyone else thinks we _are_," Warren says, spreading his arms wide, "They'd rather let Prodigy be a New X-Man, and he doesn't even _have_ powers. Face it, having better powers isn't going to change _anything_."

For a moment Alana's lips thin, but before she can voice her retort, the argument is interrupted.

A companionable hand, larger than Warren's own head, presses upon the boy's shoulder in a mentorly gesture. Warren looks behind him, eyes widening in mixed surprise, while Scott, Alana and Ben tilt their heads back, jaws falling open as if they'd been caught sneaking out past curfew.

"If that is truly the case, my young friend..."

* * * * * * *

"...then you should focus on what _will_ bring the change you want."

Standing before them is Peter Rasputin, the X-Man known as Colossus, wearing dark slacks and a forest green rugby struggling to contain the considerable musculature of his arms and chest. He looks down at Warren with an encouraging smile meant as much for his friends as the boy himself.

"Mister Rasputin!" Ben blurts out after finding his voice. "We didn't see you coming."

Under her breath, Alana quietly adds, "Even though you're as big as a mountain and look like you stepped out of the cover of a Harlequin Romance."

Scott scowls and jabs her in the arm with his elbow.

"What? He totally does."

For a good heartbeat, Warren looks an apology at Peter as he pulls away, letting the X-Man's hand slide off his shoulder, before he remembers himself and resumes his earlier rebellious expression. "Change what?" he challenges, a bit more weakly than he had before. "Miss Pryde doesn't even _want_ sidekicks."

"Perhaps," Peter concedes enigmatically, giving his chin a thoughtful stroke, fingers carefully splayed so as to conceal the hint of a smile on his lips. "And perhaps you might persuade her to feel differently about that."

"How?" Alana eagerly demands, and even Warren falls silent as they await the veteran X-Man's answer.

"The answer is simple if you keep in mind what she is," Peter tells them reasonably.

The children quickly reply, each giving a different answer.

Alana is the most enthusiastic. "A hero!"

Warren's answer comes with an ironic smirk. "An _X-Man_."

Ben seems less certain as he hazards a guess. "A genius?"

Scott, despite himself, frowns a bit as he answers, his voice tinged with envy. "Your girlfriend."

Peter manages to avoid an affectionate chuckle, though his blue eyes twinkle ever-so-slightly. "A _teacher_," he informs them.

"So she's going to let us be her sidekicks because she's our teacher?" Warren says, voice oozing doubt and contempt.

"No, stupid," Scott blurts, having significantly less restraint than his older friend, "She has to let us _learn_ stuff because she's a teacher. Right, Mister Rasputin?"

"That," Peter nods in agreement, "is a very good place to start."

Despite Peter's encouragement, Warren isn't quite ready to drop his protest. "But Miss Pryde said-"

"She was concerned," Peter interrupts gently. "Because you were reckless." His eyes shift to Scott. "The choices you make are what define how others see you, not your powers. You must make choices worthy of the powers you possess. Find a way for her to help you learn this, and she cannot refuse you."

* * * * * * *

"But we can't even practice _using_ our powers," Ben reminds him. "The Danger Room's still broken, and Headmistress Frost says using powers to fight anywhere else in the mansion isn't allowed for students."

"Just the faculty," Warren supplies in a low voice.

Alana looks at Peter with a hopeful expression. "Unless we have supervision," she says brightly.

"Perhaps later," Peter says, picking up her hint. "I have a meeting with Headmistress Frost I must get to."

Universal disappointment meets Peter's answer, and Warren sullenly says, "Figures."

"Warren! You're not being fair," Alana chides, although she looks as if at least part of her agrees with him.

"Whatever," Warren says, turning his back on them, "If you guys want to waste your time trying to get Miss Pryde's attention, have fun. I've got better things to do anyway." Not bothering to even glance over his shoulder, the boy stalks away.

Scott crosses his arms and glares at Warren's departing form. "What's _his_ problem anyway?" he complains.

"Don't judge him too harshly," Peter says, calling their attention back to himself. "Whatever must be upsetting him, it can't be so bad that he will forget that he is your friend." The other kids nod reluctantly, and Peter leans closer, shielding his face with one hand as if to tell them a hushed secret. "In the meantime, I am sure that the rules you mentioned do not extend to the grounds _outside_ the mansion."

Scott's eyes immediately light up. "I'm going to go practice super-jumping or something!" he says, running past Peter, with Alana and Ben fast behind.

"Hey! Wait for us!" Alana cries.

"I should probably feel guilty about that," Peter thinks, "but I still remember when Katya was their age, stowing away on dangerous missions and fighting harder than anyone I'd ever seen to prove to Gospodin Xavier that she was as much an X-Man as any of us. If anyone can keep those four out of trouble, it is her."

When he reaches Emma's office, Peter reaches up and gives the door a couple of firm raps, which are immediately answered by the sound of the former White Queen's voice in his mind.

))Come in, Peter.((

He opens the door and steps inside to see that Emma seated behind her desk, a stack of manila folders to her left. She has one opened out before her as she looks it over. Emma's immaculate composure is tempered by a certain weariness to her posture, as if she hasn't slept well.

She lifts her eyes away from the document she's scanning to look up at Peter as he approaches. "It _is_ refreshing to have someone deign to knock now and then," she remarks. "Most seem to think that being a telepath, they can just barge in whenever they please simply because I already know they're coming."

Peter's eyes flick toward the stack on Emma's desk. "If you are busy, I can come back later," he offers.

"Nonsense," Emma says, flipping shut the one before her. "I was merely going over the details of the service tomorrow, which ceased to be productive yesterday. Now it's just dreadfully morbid. I could use a momentary reprieve. What brings you here?"

"Thank you," Peter says, closing the door behind him and walking up to the desk. "I need to speak with you." He pauses, as if the request he is about to make is some great weight he must push aside before he manages to complete it.

"About Kate."

* * * * * * *

"This doesn't make any _sense_."

Kitty wanders the middle of the vast storage compartment, breath puffing out in little clouds of white, and spreads her arms from her sides as if calling for invisible answers to address her bewilderment. Elsewhere, Sam and Bobby lounge in various corners, patiently waiting for her to finish her explorations.

Given the barren state of the hold, it doesn't appear such a thing will take long. For all the ample space it provides, the room looks remarkably unused. Dozens of meat hooks dangle lazily from the ceiling, but not a single one bears a carcass. Many of the dozen or so freezer chests stand with their doors carelessly left open, shamelessly displaying their amazing lack of contents. It is, from one end to the next, a storage compartment storing nothing.

"Just like the other two we've checked," Kitty continues. "Where _is_ everything?"

"Maybe they ran out?" Bobby suggests with a shrug from his spot near a thick chest bolted upright against a wall. Fiddling idly with the door latch, he adds, "Or maybe they just abandoned these ones?"

Kitty shakes her head. "The stains on the floor are too fresh," she says. "There used to be stuff here, and not very long ago."

"You think the Children were hiding something?" Sam ventures.

"I certainly wouldn't put it past them," Kitty nods, "Although I'm not sure what in here they'd _want_ to hide."

"Muttons of Mass Destruction?" Bobby guesses with a smirk.

Kitty rolls her eyes and smirks. "Or not." She gives the compartment a final, considering look and sighs in resignation. "C'mon, let's try the next hold. We're just wasting our time exploring this one."

"The next one'll probably be empty too," Sam says as he heads for the exit. "Whatever they did, it looks like they were thorough about it."

Bobby moves to follow, pushing himself away from the freezer chest he's been leaning against, when he stops, turning back toward it. "Huh, that's weird," he says, eying it more closely.

* * * * * * *

"Find something?" Kitty pauses on her way to the exit and turns to face Bobby, suddenly curious.

"Maybe," Bobby says, shifting around and tracing his hand along the lid of the chest. "It feels like there's something _warm_ in here."

"Warm?" Sam echoes incredulously as he takes a step closer. "Like it's been heated?"

Bobby grasps the latch, tilting his head in puzzlement. "No," he says, pushing the lid open, "like it's _alive_."

"What could be alive in _that_?" Kitty demands, looking alarmed as she steps quickly over to where he is. "Bobby, maybe you shouldn't- ugh!" She suddenly recoils, throwing one arm up over her face. "That stench!" she groans.

Sam, too, keeps his distance after he's hit by the foul aroma flowing out of the opened freezer. Bobby nearly gags, backpedaling away from it as quickly as possible. "Oh, _man_," Bobby chokes. "It's like the Blob rolled around in the Morlock tunnels and landed on a family of skunks!"

The freezer door continues to creak open, pulling apart a sticky, viscous substance clinging to the rim as if the insides had been coated with a thick layer of ochre mucus. The gaps widen the film like nylon stretched too thin, until the door finally reaches its zenith and the last of the strands snap apart, falling away to reveal the freezer's contents.

Most of the inner walls are obscured by an overgrowth of mold and more of the yellow-brown substance, oozing like grease down the sides and dripping from the top in great, wet gobbets. The shelves inside are almost completely eaten away, having been long since fallen to the rotting contents within. In the center of the unit is a wide, shallow depression, where the living thing Bobby had sensed is resting.

It is about the size of a butternut squash and vaguely resembles an amoeba. The translucent membrane ripples a riot of colors, like an oil slick given life, and the darkened nucleus is clearly visible in the center, floating within some unknown fluid. It is ringed with thin tendrils which wriggle about like worms while the entire thing pulses at irregular intervals.

Kitty, Bobby and Sam stare at it in silent horror before it suddenly launches itself out of the freezer. "Duck!" Kitty cries out in alarm as the three mutants scatter out of its path as if it were a bomb. It lands with a meaty plop and on the other side of them, a few feet away from the doorway.

* * * * * * *

"What the hell _is_ that?!" Sam blurts, staring at the sac-like creature.

All the blood seems to have drained from Bobby's face. "You're kidding, right?" he replies. "For all I know that could be what happens to leftovers after six thousand years."

Climbing back to her feet, Kitty says, "I am definitely cleaning out the fridge when I get back."

"Think it's dangerous?" Bobby asks.

Sam arches an eyebrow at him. "You want to try petting it to find out, be my guest."

"How about we discuss it later?" Kitty offers, watching the creature cautiously. "I think for now we'd better freeze it before it-"

The blob thing suddenly flairs its tendrils and zips out of the room with terrifying speed, leaving the three startled mutants alone, staring at the empty doorway.

"-gets away." Kitty mutters a quick curse under her breath and takes off at a hard run out of the room. "Come on, guys," she calls, not even bothering to see if the other two are joining her.

"Right behind you!" Bobby runs after her, with Sam easily keeping pace. "There's no way I'm letting a blob of goo just run loose on the ship."

The three hustle down a long hallway until they reach an intersection and skid to a halt. "Do you see it?" Kitty demands urgently, casting her eyes in one direction.

"Not even a disgusting slime trail," Bobby informs her.

"Crap, I think we lost it."

"Hey, no problem," Bobby says, suddenly shifting into his ice form. "I can still track its heat." He looks from one hall to the next, concentrating as he reaches out with his powers, letting his connection with the cold read the area around them. "That way," he says, pointing one clear finger.

"All right, let's go!" Kitty says, and they run off to continue the hunt.

* * * * * * *

The chase takes Bobby, Kitty and Sam on a winding course through the halls, pausing only whenever Bobby needs to take his bearings to get another lock on the creature's heat trail.

"Anybody know what we we're going to do after we catch this thing?" Bobby asks as they round another corner.

"Turn it over to Hank and let him figure out what it is," Kitty says, "Unless Val decides she wants to stake a claim on it."

Sam grimaces slightly as he says, "Normally I'd have a problem with that idea," he says, "But in this case I think I'll make an exception."

"Which idea?" Bobby asks.

"Does it matter?"

Still following Bobby's directions, they open a compartment door and step cautiously into the empty hold, watching for any signs of the creature. Kitty looks down and quickly holds up her hand to stay the others. "Guys..." she says, indicating they should look where she is.

On the floor just a short distance from them is a small hole with little wisps of smoke rising from the edges. "Oh, great," Bobby says. "Now it's eating its way through the floors."

"This just keeps getting better and better," Kitty grumbles. "Here, take my hands."

Sam and Bobby do as they're told and she phases them through the floor into the next compartment below. It is a spacious storage room with a few crates in the back still gathering dust. Several large hull plates are still missing from this section of the ship, affording a clear view of the mansion below. Beyond that the room is empty.

"There it is!" Kitty says as they float down to the metal floor. Sure enough, in one of the far corners, the creature is skittering about, looking confused, but as the three X-Men approach, its surface ripple angrily and it almost seems to turn to face them. "Bobby, freeze it!"

* * * * * * *

Bobby thrusts out his hands and a fountain of ice erupts from them. "Got it!" he calls out confidently.

Sure enough, the creature is suddenly encased in a block of ice, rigid form warped as if it were in mid-leap. Satisfied, Bobby places his hands on his hips and gives an approving nod. "Score one more for the Iceman."

Sam, meanwhile, is giving his communicator a curious look as he lowers it away from his ear. A stream of rapid-fire swearing is just audible over the tiny speaker. "Val wants us to know she appreciates the heads-up," he says as he puts it back on his belt.

The ice around the creature cracks.

"Don't start throwing the confetti quite yet, you two," Kitty says, taking notice. She peers closer and adds, "I think this little guy still has some fight left in it."

As if her words have given it a new burst of strength, the ice shatters and the creature leaps out, charging straight toward Kitty.

"Kitty, look out!" Sam calls.

"No time to dodge," Kitty thinks as she sees it bearing down on her. "I'll just have to phas-" As the creature passes through her intangible form, Kitty's thoughts are interrupted as she is wracked with sudden agony and she twists and contorts like a marionette. Her eyes snap wide and she howls out in shock and pain, before collapsing to the floor, where she groans weakly.

* * * * * * *

"Kitty!"

Sam and Bobby both run to her as she lays on the floor, groaning. Putting a hand on her shoulder, Sam repeats, "Kitty, are you all right?"

Groaning again, Kitty limply raises one arm and tries to wave him away. "Stop shouting, 'Yana," she says in a weak, tired voice. Her eyes are closed and she doesn't seem to be aware of her surroundings. "'M trying to sleep."

"She's delirious," Sam says, grasping her by the shoulders and giving her a shake. "Kitty!"

"Wha-?" Kitty blinks her eyes open. She glances up and realization comes back to her in a rush. "Sam!" she says. "What happened?"

Sam lifts her to her feet while Bobby answers her question, saying, "Kirby's creepy little cousin there did." He jerks his chin toward the creature, which flops to one side, tendrils twitching spasmodically. "If it's any consolation, I think you did just as bad a number on it as it did on you."

"Not much of one," Kitty chuckles, "but I'll take what I can- gah!" As soon as Sam releases his hold on her, she drops to her knees before the blond X-Man catches her. "I- I can't move my legs!" Kitty says, eyes wide.

Bobby quickly moves to Kitty's other side to help Sam lift her back up. "Not good," he says in a worried voice, before he notices that Kitty and Sam are both looking past him and he turns to see what's drawn their attention.

Nearby, on the floor, the creature flops over again, before it suddenly swells to about twice its size and then pulls away from itself, the darkened nucleus splitting and drifting apart until a moment later there are two creatures where one had been before.

"Seriously _not_ good," Bobby amends.

* * * * * * *

The twin creatures bob for a moment, their surfaces rippling grotesquely in yellows, reds and blues. Then, as if reaching some sort of decision, they both skitter away in opposite directions.

"No!" Kitty cries out, and Bobby tries to catch them with jets of ice, but they're too quick for him and the ice only hits bare steel floors and walls. One of the creatures skids up the side of a wall until it reaches a ventilation shaft and bursts through the grate, leaving the broken, twisted metal behind in the wake of its escape.

The other races randomly about the room, almost as if it were confused before suddenly flinging itself over the edge of an open section of hull.

It sails through the air in a free-fall, but only for a few short moments, as it lands upon a O*N*E Sentinel standing below. Sam and Bobby rush to the edge, carrying Kitty with them, and peer over it just as the creature oozes toward the joint between the giant robot's neck and torso.

\\Foreign object detected,\\ the pilot of the Sentinel reports. \\Possible life signs. Activating repulser shields. Wait...\\

The gap near the spot the creature vanished begins to glow, bathed in soft azure light from within.

\\Wait... Something's wrong.\\

The electronic lights within the Sentinel's eyes, mouth and hands flicker before blinking out completely.

\\All systems are down,\\ the pilot yells. \\I repeat, all systems are down!\\

* * * * * * *

The glow quickly spreads throughout the Sentinel until it is completely enveloped in a sickly radiance. Inside, the pilot's transmissions become increasingly frantic and shrill.

\\What's happening?! No!\\

The glow begins to fade, quickly replaced by the creature's molasses-like substance oozing out of every crevice and crawling over its surface.

\\No!\\

The pilot suddenly screams in terror and agony, but the sound is cut off just as suddenly. A moment later the Sentinel is coated from head to toe by the creature and the outer edges of it begin to break down as it dissolved, bits of steel and circuitry floating off of it like dust before vanishing, consumed by the creature.

The entire process happens much more quickly than would seem possible. As the remains of the Sentinel fades away to nothing, the creature pulses and proceeds to grow in size one last time, expanding until it is the size of a football field, tendrils flailing like the tentacles of a kraken. It rivals the mass of the _Conquistador_ itself and dwarfs the mansion. The nucleus inside, as large as a full-grown man, crackles with electricity deep within the creature's liquid core.

Kitty, Bobby and Sam stare in horror, mouths gaping as they take in the sight of the enormous creature.

Swallowing hard, Bobby looks at Sam. "Tell Val we're going to need a bigger boat."

Next: Tiger by the tail!

* * *

Notes:

This issue takes place after _X-Men #193_ and before _New X-Men #32_.

Kitty and Sabretooth have had a number of encounters with each other, dating back to not long after she first joined the X-Men.

Kitty has had a connection with S.H.I.E.L.D. since the _Kitty Pryde: Agent of S.H.I.E.L.D._ limited series.

Pete Wisdom lead X-Force before faking his death.

Pete Wisdom got married to Tink, daughter of Oberon, at the end of _Wisdom #1_, which became 616 canon as of the first issue of _Captain Britain and MI:13_.

The Danger Room was destroyed in _Astonishing X-Men #7-12_.

* * *

**THE CAT'S MEOWS**

**Absolutely WONDERFUL job on this fic! Keep up the great work! I especially love the descriptions of your covers. Kitty's been my favorite member of the X-Men for a while, so it's nice to see a good story about her (I've been planning to write one myself, but I haven't gotten started yet). Keep up the great work and please update soon!**

**Rycr **

Thanks, Rycer! The covers are definitely one of my favorite parts about this series, too, and there will always be at least one with every issue. Glad to hear you've got a Kitty fic of your own rolling around. I hope to see it, and I'll be working on more issues of this as quick as I can.

**Oh, wow! This whole thing is amazing. It's great that Kitty is finally getting some recognition... I can't wait for more!**

**RedWolfZakuro**

Kitty definitely deserves the recognition, Zakuro, and I'm very sad about what happened to her at the end of Giant Size Astonishing. Despite that, she seems to be getting more promotion than ever, and I couldn't be happier about that!

**This is a great series. I love all of the "comics" and they are nice individual stories that work so well together. I did guess that it was Kate, but the was it climaxed was excellent. If Kate does stick around, I'd love to see her meet up with Rachel when she finally comes back from space. I don't think the redhead will be too happy when she hears about everything.**

**I'm looking forward to your next update and I'm waiting on bated breath!**

**Lavender Gaia **

Thank you, Gaia! I definitely hope to do something with Rachel regarding Kate. Now if only Marvel would stop having her wander space with the Starjammers so I can make some arrangements for that…

**A satisfying ending to your main arc. Sad to see Kate Pryde-Rasputin in this circumstance. And seeing her assorted combat applications to her powers was exciting and believable. Kitty may not be the most powerful mutant ever but she is certianly one of the most versitile. Again you keep the continuity straight(Emma's still talking to Cassandra Nova, I see), as well as characterization. Especially loved Kitty's line: "You're right, he does deserve better. So look over there, at what you're fighting for and tell me if that's you."**

**This was while Rachel and Nightcrawler's team went to the Shi'ar to confront Vulcan, right? I'd like to see a done-in-one story where Kate confronts Rachel. How would Rachel be affected by what her mentor had become? Another story idea: maybe you could cover the three years of implanted memories that Nova and Frost gave Kitty in AXM #17.**

**Kirayoshi**

Thanks, Kirayoshi! You're right, Kurt and the others are still in space at the moment, and he won't be returning with Xavier until issue twenty. You can definitely expect Kitty not to be happy about Rachel getting left behind.

**God, what's Emma up to NOW?**

**Protector of Canon2**

Glad to hear from you, Protector! If you've read the _Astonishing X-Men #17 _by now, you know the answer to that. If not, this story will be catching up with it after issue thirty-one.


	16. Tiger by the Tail

_Disclaimer: This is a work of fan fiction using characters, locations and concepts belonging to Marvel Entertainment. No claim of ownership is made or implied by me in using their property. No part of this work is intended for material gain of any kind. It is intended for the sole purpose of creative exercise and the entertainment of others._

* * * * * * *

The Adventures of Kitty Pryde

Issue 16, February 2007

Cover image: Kitty, Iceman and Cannonball all charge forward against a darkened background, faces determined. Bobby is iced for battle and riding one of his ice slides while Kitty rides along, one hand gripping his shoulder while the other points ahead. Sam is flying nearby, fists ahead while his blast field surrounds unit. They are bathed in a sickly green glow

* * * * * * *

Five minutes ago...

Warren Epps sits on the edge of his bed in the room he shares with Ben Rice. Music, sports and movie posters adorn the walls and several loaded bookshelves flank a cluttered computer table next to an open window. On the nightstand next to Warren's bed is a wooden model ship and a framed picture of Warren with his mom. The nightstand's twin on the opposite side of Ben's bed has a complex molecular model and a lava lamp. There is a light patch on the wall above Warren's bed, as if something has recently been removed.

He looks out the window, sullenly watching his friends as Scott Lightfoot tries to find new ways to use his powers. The three students are romping through the grounds behind the mansion, near the edge of the woods and the lake, and appear to be laughing and having a great time as they chase and dodge each other.

"Waste of time," Warren says, but there is no condemnation in his voice, only bitter longing as he continues to watch.

Four minutes ago...

"Well, well," Emma says as she regards Peter curiously from the executive chair in her office, her eyes sparkling with amusement. "I was beginning to wonder if you'd forgotten our time-displaced guest."

Peter frowns his disapproval. "Guest? Most of the school thinks of her as a prisoner. I'm starting to believe they may be right."

"Nonsense." Emma chuckles as if the very idea was ridiculous. "Her confinement is for her own safety as well as others, as is the nullification of her powers. It's also quite voluntary."

The words do little to put Peter at ease. "And she's being well cared for?"

"Of course. Henry has seen to it that she receives the best care we have to offer."

"He does not see her as often as you do."

Emma arches one speculative eyebrow. "She _is_ suffering from a great deal of psychological trauma," she reminds him. "And I do have certain advantages in that area which Henry lacks, despite his considerable talents."

* * * * * * *

Three minutes ago...

A raucous melody pulls Warren's attention away from the window, and he thrusts a hand into his pants pocket to retrieve his cell phone. He looks at the screen, which displays a number along with the word 'Dad.' Warren grimaces a mix of anger and anguish and hastily stabs the button to cut off the incoming call.

"Leave me alone."

Two minutes ago...

The chair next to Peter remains vacant as he stands before Emma's desk. He looks as if he's mentally weighing what they've discussed and deciding how much of it he should be satisfied with. "Is she making any progress?"

"It's difficult to say," Emma says after a moment's consideration. "Her mind is a confused landscape I've yet to completely explore, much less repair."

"What if you can't help her?"

"We'll seek out someone who can."

Peter nods gravely. "And after she has been healed?"

"She'll be free to go, of course. Preferably to some other dimension or reality, if at all possible." Emma's lips curl back into an elegant but devilish smile. "You could pay her a visit to see for yourself how she's doing if you like. She asks about you quite often."

"Ah, no," Peter says, balking at the offer. "I do not believe that would be wise."

Emma inclines her head in acknowledgement. "If you're sure." As she's about to say more, her face suddenly contorts in pain and she gives a cry, clutching at her head with both hands.

"Emma!" Peter cries, rushing to her side to steady her, though she's already recovering. "What happened?"

"I- I'm not entirely sure. Someone was just killed, I think." She pulls herself up to turn toward the window behind them. "Outside. What's happening out there?"

One minute ago...

Warren's ringtone sounds again. He snatches the cell phone back up and glares at the offending display. "I said..." the boy says, voice rising with each word. He raises his arm as he makes to throw his phone out the window.

"...Leave me alo-"

Warren freezes in place as he stares out the window. The cell phone, forgotten, slips out of his hand and hits the floor with a clatter.

* * * * * * *

Now...

The grounds behind the mansion are dwarfed by a gargantuan creature, an amorphous, translucent blob with hundreds of pseudopods groping blindly at trees, the sky, and anything else. The greenish-blue membrane stretches and rolls as it lurches forward, while the mechanical nucleus deep in the center crackles with electricity.

Stan Lee does not present

**Tiger by the Tail**

* * * * * * * *

Peter and Emma gape in astonishment at the sight. "What _is_ that thing?" Emma says, almost without thinking.

"You say it has killed." Peter shifts to his steel form in a burst of light. "It will not do so again."

On board the _Conquistador_, Sam helps transfer Kitty, whose legs remain limp and useless, over to Bobby. She grips Bobby around the shoulder as he holds her upright while they look down from the floating tanker at the massive amoeba-like creature.

"Sam!" Kitty urges.

"On it," he replies without hesitation, diving down while his blast field flares to life around him and he soars toward his target.

Far below them, the kids of Kitty's fan club flee as swiftly as they can to get away from the creature, which is much too close for comfort. "Run!" Alana screams, though Ben and Scott need no encouragement in that regard as they sprint along with her.

Back at the mansion, Warren launches himself out of the window of his first-floor dorm and hits the ground running as he rushes toward his friends. "Alana!" he cries.

The wall behind Emma's office explodes into rubble as Colossus, along with Emma Frost, now in her diamond form, burst through and run toward the creature.

* * * * * * *

"Use your power to run faster, Scott!" Alana says as they continue to scramble to escape from the massive blob bearing down on them.

"I can't! I used it all up practicing!"

Ben steals a quick glance behind them. The outer membrane pulses and roils like the surface of a soap bubble as the creature's bulk grinds the earth beneath it, bearing down on them like an acre sized steamroller. "We're not going fast enough!" he yells. "It's going to catch up to us in twenty-point-four seconds!"

A tentacle the size of a pine tree comes smashing down next to them, throwing up gouts of dirt. The kids scream in alarm and veer to the left.

"Maybe less!" Ben says.

"How about you math us a way out of this?" Scott stumbles forward and digs his hands into the ground, scraping at it with his fingers until he regains enough momentum to get running again.

"I'm trying! What would Miss Pryde do?"

Scott quickly catches back up to the other two and a moment later strides past them. "I don't know!" he confesses. "Phase into the ground? Shoot it with a bunch of antibiotics?"

"Keep running!" Alana tells them.

"But where?" Ben says.

"Look!" Alana says, pointing. "It can't squeeze past the trees!"

"It doesn't have to," Scott replies. "It's _eating_ them!"

Ben angles over to the nearest part of the woods. "She's right! It might buy us the time we need to get away!"

They make for the trees as fast as their feet will carry them, but the blob is already too close. "We're not gonna make it!" Scott yells.

Part of the creature's membrane pimples out, extending into a new pseudopod which reaches out toward the children, coming scant inches away from them.

* * * * * * *

Sam blasts through, scooping Scott up a fraction before the tentacle reaches the boy. An instant later the tentacle is crushed by a boulder which drops from the sky with a thunderous crash. The amoeba-like monstrosity shows no sign of harm, but does pause to envelope the boulder, giving the kids the time they need to put some distance between them and it.

Alana and Ben gasp in surprise, and then a second time as Colossus arrives and lifts Alana into his arms. "I have you," he tells her. He is quickly followed by Emma, who picks up Ben.

"Let's be off," Emma says, reversing direction to rush back toward the mansion. "That boulder you tossed won't distract it for long."

It's long enough for them to make their escape, however and by the time they reach Warren's sprinting form they have put a generous distance between themselves and the blob.

"Guys, guys!" Warren yells as Colossus and Emma set the kids down. "Are you okay?" Behind them, Sam drops Scott off, and the boy quickly joins the reunion.

"We're fine," Alana says. She looks back at the vastness of the creature, which has resumed its plodding journey toward the mansion. "For now."

"What is that thing?" Emma demands, to which Peter adds, "And where did it come from."

Sam steps forward, his expression grim, and cocks his head toward the _Conquistador_ floating high above. "It's a nasty little surprise left behind by the Children," he says in answer to both questions. "And we'd better figure out how to stop it quick, because-"

* * * * * * *

"-there's another one," Kitty tells Val Cooper and the assembled O*N*E soldiers gathered in the lower decks of the _Conquistador_. She does her best to hold herself straight and composed despite being unable to stand without Bobby's help.

Val glares at the two mutants, effectively at the end of her rope with them. "I think I'd notice if there were two of those things," she says jabbing her finger in the direction of the blob's slow rampage.

Kitty hardly bats an eye in the face of Val's sarcasm. "The other one's pretty tiny, and still on board this ship."

"You might say the one down there had a growth spurt," Bobby adds.

Val raises her communicator, eyes still watching Kitty and Bobby with annoyance. "What's going on out there?"

\\We're in formation and taking point now,\\ a voice answers.

"Good. Open fire on my call," she says. Val turns her attention back to the soldiers behind her. "Get into position and ready your weapons."

"That thing just _ate_ a Sentinel," Kitty says. "Do you really think bullets are going to do anything to it? We need to spread out and track down the other one before it has a chance to get just as big and we wind up with twice the problem."

Val snorts derisively as she directs the soldiers toward the gap in the ship's hull. "We've got much better than guns to clean up your mess with," she tells Kitty.

"All you're doing is wasting time," Kitty insists.

"I heard you the first time, Junior," Val says, putting extra venom into the last word.

A meaty hand snaps out and clutches Val's throat from behind, the clawed fingers pressing dangerously against her jugular. "Maybe you ought to listen harder, then."

* * * * * * *

Sabretooth presses closer to Val, his foul breath stirring the blonde locks of her hair. "Sounded like what the kid had to say was important."

The soldiers turn as one, training their weapons on the savage mutant. "Let her go, Creed," Kitty says as she and Bobby tense.

"Smelled something rotten and thought I'd check it out," Sabretooth says conversationally, ignoring Kitty's command. He grins sharp teeth at Val. "Letting another one o' those things run loose sounds like a bad idea. How 'bout you let your toy robots play with the big one and tell these meatsacks to do what the Kitty-cat says before I rip your throat out."

Val attempts a cold smile. "Those nano-sentinels in your blood would kill you before you could even squeeze."

"Care to bet your life on that?"

An uneasy silence hangs in the deck for a second or two, and Val finally flicks her eyes back to Kitty. "It seems you're in charge. For now."

Sabretooth releases her and Val quickly turns and moves away from him, eying him warily the entire time while attempting to look unruffled.

Kitty sweeps her gaze over the assembled men. "Cover as much ground as you can," she says. "And watch for any holes in the floor. It can burn through to the lower decks."

"Charming," Val says.

"Creed," Kitty says, "if you can track it, then go."

Sabretooth flashes his teeth at Kitty in a broad smile. "Now you're talkin' my language." He dashes out of the room and into the passageways with deadly swiftness, eager for the hunt.

The soldiers move to follow, pairing up into a more orderly search. In moments only Bobby, Kitty and Val remain. Val massages her neck and tries not to seethe. "I wasn't aware Creed respected you so much," she says.

"He doesn't," Kitty tells her. "A while back the Hand switched out my personality for his, and I managed to resist becoming a savage killer like him. As long as I'm alive, he'll always know that he doesn't have to be a bloodthirsty animal. He probably hates me as much as he can hate anyone who isn't Logan."

"That's pretty harsh," Bobby says. "So then, what was with him backing you up there?"

"He probably just can't stand the idea that a mindless, one-celled organism got a piece of me before he did."

"You X-Men always have the most interesting relationships," Val says. "I'm surprised you aren't chasing after it too."

Kitty gives her a wan smile. "I still can't move my legs. I'd only get in the way."

"And there's no way I'm leaving her alone with you," Bobby throws in.

"We're just going to have to leave it to the others," Kitty says, "and hope for the best."

* * * * * * *

Elsewhere in Salem Center, Lou Somme makes her lonely way home. She has changed out of her work uniform and into a pair of twill capris and a printed matte jersey top shirt. She moves along the sidewalk with slow, measured strides and her face is as inscrutable as ever.

She looks at the slip of paper in her hand, the final paycheck from her package delivery job. It lays limply in her hand, silently mocking her impassive demeanor. She turns off the sidewalk into a plain-looking bank and emerges from it shortly afterward, her hands now empty.

"It will be more difficult to blend in now that I have lost my job," she thinks. "I still know so little about this planet and its people, and I learned much through my employment. More so than any of the tales of Cerise's time here."

Her apartment complex is townhouse style, with units spread across three levels and a series of garages jutting out from each. Lou moves toward her apartment, giving one of her neighbors a casual wave as he drives past her.

"The vibes coming from Mr. Fife were troubling," her thoughts continue. "There is more to my termination than he knows. I sensed it during the meeting. If I attempt to find work elsewhere, it is likely who is involved will act to interfere."

As she unlocks her front door and turns the knob, her face tightens with concern. "The question is who is behind what has happened."

* * * * * * *

"And why."

The door opens to reveal the foyer, which has been torn apart from carpet to ceiling. Linens, brooms and a mop are scattered before her. Lou's expression remains neutral, but she steps carefully inside, scanning all about her as she makes her way to the living room.

She finds everything inside broken and thrown to the floor. The couch has been upturned, every cushion removed and sliced open, the stuffing pooled around like limp clouds. Her television is on its side, the screen smashed in and all her assorted collection is littered about as if an earthquake had rattled the entire unit.

Lou stands for a long moment, taking the entire sight in before making a thorough search of her home. She finds similar signs of destruction in every room, but the intruders have long since gone elsewhere.

By the time she returns to the living room, her mouth has curved into a thoughtful frown. She crouches down and picks up a Bamf doll with its head mostly torn off and lolling to the side. Bringing it closer, she examines it for a moment and heaves a great sigh.

"I don't know what to do," she says, as if she finds that as hard to believe as the ransacking of her apartment itself.

* * * * * * *

Back at the mansion, a trio of Ogre Sentinels bear down on the monstrous goo. For all their bulk and multitudes of weaponry, they are dwarfed by their target, which seems barely aware of them as they hover in the air in front of it.

\\Weapons on-line,\\ one pilot reports as he takes aim at the creature.

\\Ready on your go. Let's make this lump of snot sorry it killed Cooperson,\\ the one to his left replies.

The gunports on each of the Sentinels glow an ominous blue as their weapons charge. \\Okay, light 'em up.\\

A furious barrage of lasers and rockets strike the creature, setting it aglow in crimson and yellow flame. The gelatinous beast pauses in its advance toward the mansion, tentacles writhing in a silent dance of what appears to be pain. The Sentinels maintain their assault, concentrating all their firepower on a single spot in hopes of piercing through the outer surface and ripping it apart from the inside.

\\Looks like we're wearing it down.\\ The reddish glow radiating from their focal point slowly spreads in a wider bruise along the surface of the creature, heat vapors wafting off from the intensity. It seems only moments from melting or turning into a bright coal of flame.

\\Keep the pressure on.\\

Secondary weapons erupt, adding to the incredible barrage being channeled into their enormous target. The blob contracts slightly, and a series of explosions ring out along its slimy membrane from one end to the other, bathing it and most of the area around it in a thick screen of black smoke.

* * * * * * *

\\We got it!\\ one of the pilots says. Two of the Sentinels charge down their weapons and use their bootjets to lower themselves toward the ground. Their movements are a bit jerky after the massive expenditure of energy they just went through.

\\Run a sensor scan,\\ the squad leader says as he keeps his robot craft airborne and weapons trained on the slowly dissipating smoke cloud. \\I want to be sure that thing's history.\\

\\Scanning now. I'm getting a lot of static but... Fall back! We have a negative kill. Fall back!\\

The warning comes too late. Out of the smoke two snakelike tendrils piston forward, snaring the other Sentinel before it can take to the air again. \\I'm caught!\\ the pilot cries as the smoke rolls off the surface of the creature, revealing it to be unharmed and possibly larger than it was before. It quickly drags the Sentinel into a crushing embrace, the surface going concave do draw it into itself.

\\I can't break free! Ejecting... now!\\ A capsule explodes from the Sentinel's head, clearing mere moments before the giant robot is completely enveloped. Within moments the Sentinel breaks down, pieces of it drifting away and disintegrating as it quickly consumed by the voracious and impassive glob.

The escape pod barely grazes the surface of the creature and immediately spins out of control, the rocket engines leaving a spiral of oily smoke. It finally comes down dangerously close to the creature, and several tendrils immediately slither toward it.

* * * * * * *

Chicago, Illinois.

The young man known as Haru walks heavily into a candlelit room and comes to a stop before a small altar. He is wearing ceremonial robes of gold and indigo which rustle with each movement. Stopping a few feet from the altar, he bows deeply, lightly claps his hands before him, and repeats.

"I remember the day you came to us," his elderly master says as he walks into the room, still in his crimson jo-e. He pauses next to Haru, facing the altar with him. "Alone. Confused. You had no memory of who you were. We decided to call you Haru because you came in the Spring."

Haru shakes his head sadly. "I've been nothing but a burden on you since then."

"You've been an apt pupil and have made me proud." The priest offers Haru a gentle, fatherly smile. "Good fortune led you to seek us, not ill omen."

"I will always be grateful for what you've taught me," Haru says. "But the demon grows stronger every day."

"As do you."

"Not enough. I can feel it struggling to escape, and I don't know how much longer I can contain it."

The old priest nods gravely. "This ritual... it is very dangerous. Even if it succeeds, you may be destroyed along with the demon. Are you sure you still wish to do this?"

"I am, Master."

"Very well." The old man raises his hand in silent signal, and a line of priests file into the room and form a loose circle around Haru. Some carry Onusa, the zig-zag shide paper dangling loosely from the tips. A few more are adorned with necklaces of giant black onyx beads. They wait as the old priest steps back to join the circle.

"Let us begin."

* * * * * * *

Haru closes his eyes as the priests lift their voices in somber chant. At first things seem calm, and he is soothed by the ebb and flow of their voices, but the tranquility is short lived.

The candles flicker as if stirred by a sudden breeze, casting ominous shadows about the room. Beads of sweat form on Haru's forehead and his face tightens. Around him the chanting intensifies, filling the room with sharp, droning intonations.

"S-something's wrong," Haru says. He jerks his head to the side, jabbing his chin into his shoulder. "I can feel it resisting-!"

He gasps in sudden pain and claps his hands against his head as if he was trying to hold it together. "No!" He falls to his knees and curls forward while black flame seems to enshroud his form. The priests' chants become strained, as if they are trying to speak while holding up an incredible weight. Still they persevere while Haru writhes in the center of their circle.

Something seems to split the air with a great snap, and the ebon flames around Haru suddenly explode out, like a shroud coiling its way toward each of the priests. Haru is fully consumed by the shadow, and in the center, where he had been, a face like the Devil's howls in rage as the priests raise their arms against it, more determined than ever to send it back to where it was spawned.

The echoes of their battle ring through the shrine.

* * * * * * *

Dazed, the fallen pilot kicks open the door of his escape pod and stumbles his way out, only to find himself surrounded by the creature's tendrils, intent on bringing both him and his craft to the same fate his Sentinel had suffered. He searches desperately for a gap he can exploit, but all avenues of escape have been cut off. He watches in horror as they draw closer, but a blur of movement in the distance catches his eye.

"Chin up there, soldier," Beast says as he bounds over and under the row of tentacles between himself and the pilot. His catlike form evades the creature with impossible ease until he at last drops onto the escape pod on all fours and graces the pilot with a furry blue grin. "The Boisterous Beast is here to save you."

The pilot gives another look at the creature's snakelike appendages as they close in around them, even as Beast picks him up with one furry paw. "That's great. Who's going to save you?"

"Now let's hear none of that," Beast says as he leaps toward a clump of trees, a clutch of tendrils in pursuit. "While it's true this would be easier were I still in my jollier and (as the ladies were fond of saying) cuddlier furred manifestation, I'm still more than a match for these hebetudinous extensions of our oversized tubulinida foe."

Beast reaches the trees and with his free paw takes several heavy swipes at a relatively thin trunk, ripping deep gouges out of the wood. "What are you doing?" the pilot says as the pseudopods surrounding them grow thicker.

"It's quite simple, really," Beast says as he rips the trunk deep enough to set the tree toppling. "To paraphrase the poet Joseph Morris: If you can't go under or round..." With a sudden spin, he kicks at the falling tree with both feet, sending it at the giant blob like a ballista shot. In a blink he leaps after it, taking to the air just as it strikes, doing no apparent harm to the creature as it immediately works on drawing it in to be consumed. Beast lands upon the far end and uses it as a springboard, launching him high into the air. He reaches the top of a thicker tree more than capable of bearing his weight and far beyond the reach of the blob's tendrils.

"...go over," he finishes, leaping along the treetops and to safety.

* * * * * * *

At the other side of the blob, it has come dangerously close to the mansion, but stops as it runs against an invisible wall. Groping along with its tentacles, it presses against it, moving higher and wider as it attempts to work its way around.

Julian Keller, aka Hellion, grits his teeth against the strain of holding up the force field with his telekinesis. He braces himself against one knee and stares in fierce concentration, determined to hold the field no matter the cost. Emma Frost stands by him, guiding his efforts telepathically while keeping in synch with the other X-Men defending the mansion.

))Hellion's force field is holding for now,(( she reports. ))But he's weakening fast.((

))We just need a little longer,(( Karma sends back from her spot on the other side of the blob, where Colossus and Rockslide are waiting. Each of the powerhouses are on opposite ends behind the creature, standing in front of large oak trees, their arms wrapped around the trunks.

"Are you ready?" Colossus yells to his rocky companion.

"Heck yeah," Rockslide answers. "Let's go!"

There is a great tearing sound as the pair yank their trees out of the ground, dirt falling in huge clumps from the exposed roots. They stab at the creature, which mindlessly tries to draw the trees in. As soon as it has a tight enough grip, however, they both pull back, using their enormous strength to drag the creature backwards. "We're barely keeping it from moving ahead!" Rockslide complains.

"For now, that shall be enough," Colossus says. "Be on your guard, it has noticed us."

Sure enough, several tentacles slither their way toward them, but before they reach them, Wolverine and X-23 dive on the ones after Colossus. They swipe furiously at the tendrils, severing them and forcing the creature to withdraw and reform new ones. Rockslide is similarly protected by force blasts courtesy of Cyclops and slices from Mercury, who has reshaped her arms into silvery scythes.

"We've got you covered, son," Cyclops tells Rockslide.

"Yeah, great," Rockslide grumbles. "Feels like we're playing tug-o-war with a bowl of jell-o."

* * * * * * *

"Are they winning?" Ben asks as he and the rest of Kitty's fan club watch the battle from their vantage point at the window of his and Warren's dorm room.

"I can't tell from here," Scott says. "I wish we could help."

"Ms. Frost told us to stay here," Alana reminds him, though she looks equally upset to be watching from the sidelines.

A pillar of molten lava erupts beneath the creature, rising into the air as it retracts from it and raining back down upon its outer surface. Nearby, Magma lifts her hands into the air, calling more and more red-hot slag from beneath the earth, the ground trembling around her.

Meanwhile, Dust and Surge race along the fringes, razing the creature with blasts of sand and bursts of electricity whenever they can. Overhead, Lockheed swoops past the creature, scarring its surface with intense blasts of flame.

Logan grunts as he hacks through another tendril. "There's no end to this flamin' thing!" he says.

Cannonball roars past them and angles for an attack. "If we can get to that spot in the center we might be able to take it down. My blast field should protect me long enough to get to it."

"Be careful, Cannonball," Scott yells as he fires off another optic blast.

Pausing only long enough to give a quick salute, Cannonball charges forward, fists thrust ahead as he aims for the creature's center. "Gotta build up as much speed as I can," he thinks. He plows into it like a rocket, piercing the surface and tunneling his way through.

"Did it!" he thinks as he works his way toward the nucleus, but his victory is soon snatched away as his progress immediately slows. "No good. This is like swimming through molasses! I'll never make it." He reverses direction and makes for the creature's outer membrane again. "Hope I've still got enough momentum to get outta this thing."

He barely reaches the edge in time, but as he tries to break free, the creature only bulges outward, holding him trapped inside. "Almost... I just have to keep going, hard as I can! I've got to be close to its limit...!" He manages to get a little further, but it's taking more effort than he can keep up. Bit by bit he goes, straining for every inch. "Losing it, I'm..."

* * * * * * *

"Gotcha!"

Iceman and Kitty swoop through, riding on an iceslide. Kitty clings tightly to Iceman as she reaches her hand out and phases through the creature. She snags Cannonball and phases him free and the three of them make their escape back to the _Conquistador_.

"Thanks," Sam says, catching his breath. "So much for that plan."

Kitty eyes him sharply. "Maybe not. I've got another idea that might work. Do you think you can lure that thing as high up as it'll go?"

"Maybe. Can you stand?"

"Not yet, but I've got an idea about that, too." Without waiting to explain, she phase-merges into Bobby.

"Hey! What're you-" Bobby says, eyes bulging in shock. He looks at Sam, who lowers his goggles back over his eyes and offers him a wry smile.

"I think I know where she's going with this," he says. The blast field blossoms around him anew, and he dives back into the sky after the creature.

"Like that's supposed to make me feel better about this?" he says as twin jets of ice erupt from his hands and he uses it to carry him back into the sky.

* * * * * * *

Cannonball gets right to work, flying around the creature, just beyond its reach. The creature mindlessly takes the bait, weaving and bending in an effort to reach him wherever he passes by. It draws into itself, shifting its mass around so that it can stretch higher, but Cannonball carefully remains just beyond its reach.

Meanwhile, Iceman circles the creature from a much greater distance, watching the center mass grow thinner and thinner as it continues to contract and stretch. He is zipping along his iceslide at a blinding pace, riding the curves like a professional skateboarder. Finally the creature rises almost as high as the _Conquistador_ itself, the nucleus floating in a section roughly a hundred feet in diameter.

"I hope you know what you're doing, Kitty," Iceman says. He crouches down and runs a length of ice directly for the creature, the slide firing him ahead in a blur of motion. He braces himself moments before impact, but he never touches the creature. At the very last moment Kitty, still merged with him, phases both him and the slide he's generating, and they shoot through the creature as if it didn't even exist. As they pass the nucleus, the mechanical parts spark and crackle violently, but only long enough for Iceman to finish his charge and emerge out the other side.

A second later, the iceslide behind them goes solid, its atoms suddenly merging with those of the creature, with violent results.

* * * * * * *

The giant blob suddenly bursts, the explosion loud enough to shake the earth and bend back trees around it. A fountain of goo splashes out like a massive, viscous raindrop, so immense it momentarily blots out the sun. The X-Men on the ground dive for cover, with some finding more success than others. Completely unaffected by the blast are Cannonball, who flies above its range, and Iceman, still being phased with Kitty.

Emma calmly watches the liquid fireworks from the safety of a telekinetic dome raised at the last moment by Hellion. "High marks, Julian. Very high marks."

"Ewwwwwww!" Warren, Alana, Scott and Ben say as goo rains against the walls of the mansion.

"Aw, man!" Rockslide says as he is doused. "This sucks!"

* * * * * * *

Sabretooth stalks his way through the lower decks of the _Conquistador_, the claws on his hands tinging against the diamond plate steel floors. He follows the scent of his quarry through the corridors, barely pausing to test the air at each intersection before choosing a direction. He has long since outdistanced the O*N*E soldiers aiding him in the search.

He slows, sharp teeth flashing in a predatory smile as he turns his head back and forth. "I know you're here," he says. One of his hands flex, razor sharp claws at the ready. "How about you come out and play?"

Above him, the little blob clings to the ceiling and slowly lowers itself toward him. It hurls itself at him, slapping against his neck like a lamprey. Just as quickly it leaps to the ground, narrowly avoiding an angry swipe from Sabretooth. He snarls angrily, a purplish bruise forming on his neck while he crouches down, prepared to pounce upon the thing. "That's your free shot," he says. "You're not getting another."

The angry growl changes into a chuckle, however, when he notices that the creature is flopping around, little bits of it breaking open and spattering against the floor as it struggles to hold itself together. "What's the matter, eat something that didn't agree with you?"

He casually walks up to the blob and watches it contort a little longer. "For what it's worth, I'm not too fond of those little robots in my blood, either."

His foot comes smashing down upon it, smashing it into jelly.

* * * * * * *

Later...

"Banned from the _Conquistador_ for life?" Emma says, lounging comfortably in her office chair as she talks with Kitty. Behind her, a makeshift wall has been erected to cover the hole made earlier by her and Peter. "You really have gotten under Ms. Cooper's skin, haven't you? In a weaker moment I'd be tempted to count myself proud."

Kitty groans, both at the situation and Emma's questionable compliment. "Val took it a lot further than that. She's ordered the O*N*E to strip it of anything not needed to keep it in the air. "

"Tragic," Emma replies in a voice that suggests she finds it anything but. "She can raid Rogue's new headquarters to her heart's content, _after_ she's cleaned the mess that thing left behind." She wrinkles her nose in memory of the noxious aroma. "For the moment, my hands are busy with other matters, not the least of which is calming the students after another attack on the mansion she's failed to avert. Given the funeral tomorrow, it could hardly have come at a worse time."

"Are they okay?"

"As well as can be expected, which is less than I'd like. Tomorrow should at least provide a degree of closure for them, which may help."

Kitty gives a slight nod. "Hopefully. I'm not sure how much more the kids can take."

Emma seems to consider something for a moment, the look on her face sending the hairs on the back of Kitty's neck standing. "There is one other thing, I'm afraid," the White Queen says.

"And what would that be?" Kitty asks, expression guarded.

"Reports have recently come to my attention that the Superhuman Registration Act conflict is over. Captain America surrendered to the authorities a few hours ago."

Kitty stares at Emma. "Oh, my God..."

"Officially, the X-Men are remaining neutral, but we can no longer remain silent on the matter. I've arranged for you to appear on a live televised debate to represent our position."

"With...?"

"Tony Stark," Emma says simply. "Do try not to embarrass us."

* * * * * * *

"Thank God that's over," Kitty says to herself as she shuts her bedroom door behind her. "And thank God my legs are working again." She walks past her bed and into the washroom, lost in thought.

"Hank's going to want to pick me apart piece by piece tomorrow to make sure there weren't any other nasty side-effects of that thing going through me."

A soft voice touches the edge of her consciousness, and Kitty jerks her head to the side, alarmed. "Who's there?"

She gets no answer.

"Great, now I'm jumping at shadows." Kitty turns on the sink tap and cups her hands underneath the water, letting it pool up before splashing it on her face. "I'm more tired than I thought."

Kitty wipes the water away from her face and rubs at her eyes. When she opens them again, her jaw instantly drops and her eyes become wide with shock

"Hiya Roomie..."

* * * * * * *

Kitty looks in horror at the reflection in the mirror, which is not her own. In its place is the image of Illyana Rasputin, leering back like a mischievous specter. She is wearing her classic yellow and black X-Men training uniform, arms crossed before her expectantly. Her blonde hair is straight and perfect, the way Kitty always remembered it, and there is a wicked, smug gleam in her eyes.

"...miss me?"

Next: Sound Bites!

* * *

Notes:

The Hand transferred the personalities of Kitty, Sabretooth and Logan during Wolverine vol. 2 #128

Emma Frost boosted Hellion's telekinesis at the end of New X-Men #31, enabling him to pull off large-scale feats, but severely affecting his ability to fine tune his control.

* * *

**THE CAT'S MEOWS**

**It's great to see that there is some attention paid to Kitty in this fandom. I've adored the character for ages and it's so rare to find a wonderful series like yours. Will we be seeing what happens to Kitty after Giant-Sized Atonishing? Is she coming back?**

**I love the layout of the fic as well, reads just like the comics except without, well, the images, but it is still awesome nevertheless.**

**And yes! I also love that Kitty's powers aren't potrayed as entirely defensive and can be used well offensively (that fight against Kang's robots, wow!)**

**Anyway, cannot wait for the next issue!**

**BelieveInDreams**

Thank you, Dreams! Fortunately, I'm still a ways from Kitty's unfortunate departure from comics, and with any luck by the time I catch up to that point Marvel will have already brought her back. Either way, I do have plans for the title while she's away.

Exploring Kitty's powers has been a lot of fun and I'm always on the lookout for new ways to use them. I'm glad you've enjoyed seeing her take it beyond simple defense here.

**This has been an interesting read. I must say -even though it is a fan fic, and you can make up anything- I really appreciate the history you back up the characters with.**

**I'm looking forward to see your work on post GIANT SIZE ASTONISHING... and whatever event you fit inbetween. Thank you for creating these, and i wish you best of luck in future writting.**

**Kumiko212**

Thanks, Kumiko! Keeping in line with Marvel's continuity is going to be tough post GSAXM, but I have a few ideas for that. I'm glad you've enjoyed the historical elements I've included in my stories. I try to make each issue seem as much like it could have been published alongside the other titles as possible, and it's always a fun challenge.

**Nice update, It was great to see Kitty team up with her fellow X-men. I mean one is one of the original ones and another is a former New Mutant. :D**

**Best of both worlds in my opinion. :D**

**Also I did enjoy Kitty conversations with Sabertooth and Val Cooper, it shows how tough Kitty Can be and how she doesn't back down from a challenge.**

**Please keep up the good work upon this great series. ;)**

**Wolvmbm**

Thank you, Wolvmbm! Even though this is a solo title, there will always be the potential for the X-Men to appear so long as she's part of the team. Keep your eyes peeled for issue twenty, which should be an especially fun treat!


End file.
